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PAGE 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
Commission file number 1-7564
DOW JONES & COMPANY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-5034940
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 LIBERTY STREET, NEW YORK, NEW YORK 10281
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 416-2000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock $1.00 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
Class B Common Stock $1.00 par value
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES X NO
--- ---
Indicate by a check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. ( )
Aggregate market value of common stock held by non-affiliates of the
registrant at January 31, 1997 was approximately $1,881,000,000.
The number of shares outstanding of each of the registrant's classes of
common stock on January 31, 1997: 73,865,645 shares of Common Stock and
21,657,937 shares of Class B Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Definitive Proxy Statement for 1997 Annual Meeting of Stockholders
dated March 21, 1997: Part III.
PAGE 2
PART I.
ITEM 1. Business.
Dow Jones & Company, Inc. (the company) is a global provider of
business news and information. Its operations are divided into three
industry segments: business publishing, financial information services and
general interest community newspapers. Financial information about industry
segments and geographic areas is incorporated by reference to Note 16 to
the Financial Statements on pages 44 and 45 of this report.
The company currently has approximately 11,800 full-time employees.
About one-quarter of these employees are based outside the United States.
The company's principal executive offices are located at 200 Liberty Street,
New York, New York, 10281.
Business Publishing
- -------------------
The business publishing segment contains the operations of the
company's Print Publications, which include The Wall Street Journal as well
as its international editions in Europe and Asia; Dow Jones Interactive
Publishing (formerly Business Information Services); and the company's
Television operations.
Dow Jones' flagship publication, the domestic Wall Street Journal, is
the country's largest daily newspaper with average circulation for 1996 of
1,807,000. The Wall Street Journal is edited in New York City at the
company's executive offices. The Journal's three major regional editions
are printed at 17 plants located across the United States. The Wall Street
Journal offers advertisers the opportunity to focus their messages on
readers served by 17 localized editions and, as of the fourth quarter of
1995, the option of advertising in full color. In 1996 four-color printing
capabilities brought in new advertising campaigns to the Journal.
The Journal expanded its business and economic trend regional coverage
to its largest circulation market, California, in 1996. In recent years,
select regional content has enriched Journal coverage in the Texas, Florida
and the Southeast markets. These Journal editions appear as a four-page
weekly section included in copies of The Wall Street Journal distributed in
their respective markets each Wednesday. The Journal also provides weekend-
oriented coverage every Friday, including Your Money Matters Weekend Report
(an expanded personal-finance column), a sports page, a travel page and a
residential real estate page. Additionally over the course of a year, the
Journal publishes special reports coverage of specific business and consumer
topics such as executive compensation, technology and personal finance.
Production of the paper employs satellite transmission of page images
to the outlying plants and other technologies designed to speed the delivery
of editorial material to the presses and to reduce the steps taken in the
printing process. The Wall Street Journal is delivered in two ways: by
second-class postal service and through the company's National Delivery
Service, Inc. subsidiary. In 1996 National Delivery Service on average
delivered slightly over one million of the Journal's subscription copies
each publishing day. This system provides delivery earlier and more
reliably than the Postal Service. Approximately 229,000 copies of the
Journal are sold each business day at newsstands.
PAGE 3
The Wall Street Journal Europe is headquartered in Brussels and printed
in Belgium, Switzerland, England and Germany. It is available on the day of
publication in continental Europe, the United Kingdom, the Middle East and
North Africa. The newspaper had average circulation in 1996 of 63,000. The
Central European Economic Review is distributed as an insert in The Wall
Street Journal Europe and also sold separately by subscription. This
magazine, which covers political and business developments in the former
Soviet bloc, is published monthly. Convergence, which is a quarterly
magazine that reports on multimedia industries in Europe, also is delivered
as an insert in The Wall Street Journal Europe.
The Asian Wall Street Journal is headquartered and printed in Hong Kong
and is transmitted by satellite to additional printing sites in Singapore,
Japan, Thailand and Malaysia. The Asian Wall Street Journal had average
circulation of 53,000 in 1996.
Both the Journal Europe and the Asian Journal draw on the resources of
The Wall Street Journal's worldwide news staff. The Asian Journal provides
the foundation for the company's Asian Wall Street Journal Weekly Edition,
which is published in New York for North American readers with interests in
Asia.
The company began expanding its readership of Wall Street Journal news
content by introducing The Wall Street Journal Americas in 1994 to Central
and South America. Since then the company has broadened its delivery of
Wall Street Journal news content to other parts of the world. These special
editions are part of 29 newspapers in 26 countries. They are published in
nine different languages and serve a combined circulation in excess of six
million.
Barron's, The Dow Jones Business and Financial Weekly, is a magazine
that specializes in reporting and commentary on financial markets. The
magazine, which had average circulation of 294,000 in 1996, uses the same
facilities employed in the production of the domestic Wall Street Journal.
Barron's is edited in New York City and is delivered by second-class postal
service and through National Delivery Service. About 130,000 copies are
sold at newsstands weekly.
Other business publications include the Far Eastern Economic Review,
Asia's leading English-language newsweekly; the National Business Employment
Weekly (NBEW), which contains career-related news features, job-related ads
from the Journal's regional editions and NBEW-specific advertising; The Wall
Street Journal Classroom Edition, which is published nine times during the
school year and is used in more than 3,600 schools nationwide; American
Demographics magazine, which contains feature stories analyzing statistics
from the United States Census Bureau and private data collectors; and
Marketing Tools magazine, a publication that features articles about
marketing tactics and techniques.
PAGE 4
In early 1995 the company purchased Charter Financial Publishing Corp.
of Shrewsbury, New Jersey. Charter is publisher of Investment Advisor and
Asset Management magazines and the Realty Stock Review.
SmartMoney, The Wall Street Journal Magazine of Personal Business, is
published jointly with Hearst Corp. SmartMoney increased its advertising
rate base to 650,000 copies effective with its January 1996 issue.
Dow Jones Interactive Publishing is recognized as one of the nation's
leading publishers of electronic business and financial news and information
to financial professionals, private investors, corporate executives and
managers, as well as to information specialists in corporate libraries.
This business unit serves its customers' needs by delivering its information
products and services in a wide range of electronic media, including
personal computers, facsimile machines and radio. This group's products
include Dow Jones News/Retrieval, DowVision, The Wall Street Journal
Interactive Edition and two radio services. Also included in this unit is
the operations of IDD Enterprises, L.P, which launched an Internet version
of Barron's in 1996.
Dow Jones News/Retrieval is a vast news library of over 3,600
publications, including the full-text archive of The Wall Street Journal and
Dow Jones newswires, that provides information on over 10 million public and
private companies. In 1996 a new version of News/Retrieval software with an
easy-to-use Windows interface and added functionality was introduced. This
new version was well received by customers and industry observers.
To further expand the breadth and depth of its international news
coverage, particularly of emerging markets around the world, Dow Jones with
Knight-Ridder Information and Pearson plc's Financial Times Information unit
agreed to establish a joint news database in the United Kingdom. This on-
line database is expected to add more than two million articles a year from
various international publications and will be marketed separately by each
company. The service is expected to be available in the second half of
1997.
Dow Jones Interactive Publishing formed an alliance in 1994 with West
Publishing in which West's WESTLAW is the exclusive computer-assisted legal
research service to offer integrated access to Dow Jones News/Retrieval.
DowVision is the only electronic information service that delivers the
text of The Wall Street Journal, the New York Times, the Financial Times,
the Washington Post and the Los Angeles Times together with the premier Dow
Jones newswires directly to corporate desktops. DowVision's extensive
profiling enables users in the corporate marketplace to customize the
information delivered to meet their needs.
PAGE 5
The Wall Street Journal Interactive Edition was introduced in April
1996 on the Internet's World Wide Web. The Interactive edition offers
continuously updated news and market information from The Wall Street
Journal's global editions and Dow Jones newswires, supplemental information
and access to Dow Jones News/Retrieval's publication library. The
Interactive Edition was limited to paying subscribers in the latter part of
1996. At the end of 1996, this edition had roughly 50,000 subscribers.
Also, approximately 90 advertisers appeared in the Interactive edition in
1996.
Dow Jones' radio products include two radio programs -- "The Wall
Street Journal Report" on AM stations and "The Dow Jones Report" on FM
stations. Together these programs are carried on about 150 stations and
reach roughly 80% of the United States.
Personal Journal, introduced in early 1995 to deliver customized
business, market and general news 24 hours a day directly to subscribers'
personal computers, was discontinued due to a lack of significant market
demand. The customized features of this product were incorporated in The
Wall Street Journal Interactive Edition.
In February 1995, the company acquired a majority interest in IDD
Enterprises L.P., a financial publishing, database, software and consulting
company. IDD publishes Investment Dealers' Digest and about a dozen other
magazines, newsletters and directories. Its software and electronic
information products are available to investment banks and financial
institutions through a variety of services, including Dow Jones Markets and
Dow Jones News/Retrieval. In mid-1996, IDD launched Barron's Online, a
Internet version of the weekly business publication. Barron's Online, which
is currently free to the more than 100,000 registered subscribers, offers an
electronic version of the weekly edition of Barron's as well as supplemental
information on over 15,000 common stocks and 6,000 mutual funds from the
archives of Barron's.
Also included in this business segment is the company's television
group, which formed European Business News (EBN) in 1994. EBN, which began
broadcasting in February 1995, provides 24-hours-a-day coverage of European
business, financial and consumer news throughout Europe. EBN is a
partnership, 74% owned by Dow Jones and 26% owned by Flextech PLC, of
London, an affiliate of Tele-Communications Inc.
In January 1997, the company discontinued the Dow Jones Investor
Network service. The service was a video business-news service delivered to
customers' computer terminals that included exclusive interviews with
business leaders and coverage of major corporate announcements and events.
PAGE 6
Financial Information Services
- ------------------------------
The financial information services segment of Dow Jones holds the
operations of Dow Jones Markets (formerly Dow Jones Telerate) and the
company's financial newswires, such as the Dow Jones News Service, Dow Jones
Capital Markets Report, AP-Dow Jones News Service, Federal Filings and the
Dow Jones Asian Equities Report. This segment primarily serves the global
financial services industry.
In 1996, Dow Jones Markets experienced a slowdown as revenues flattened
and some market share was lost. This unit was adversely affected by strong
competitive pressures as well as cost containment measures by major
customers and consolidations in the financial services industry. The
company plans to revitalize this business with a $650 million investment
program over the next three to four years. The company plans on expanding
and improving its news, real-time prices, historical data, analytical
products and third-party services to become a more competitive vendor in
the fixed income, equities, foreign exchange and commodities markets as well
as the areas of transactional services and risk management. Additionally
the company expects to develop a distribution infrastructure based on
standard Internet protocols which is expected to be more flexible than the
current page-based system.
Dow Jones Markets is one of the largest suppliers of real-time market
information and related services to financial professionals in over 80
countries around the world. Over two-thirds of Dow Jones Markets' revenues
are generated by its foreign operations.
The current foundation of the service rests on providing prices of U.S.
Treasury securities as well as information on foreign exchange,
international government bonds, global equities, energy, mortgage-backed
securities and a variety of money market instruments. In addition, Dow
Jones Markets provides global news coverage of the world's financial markets
and an array of services from outside information providers, ranging from
informed commentary on U.S. Federal Reserve actions to analysis of the
commodities markets. Dow Jones Markets offers the widest coverage available
of U.S. Treasury securities and provides value-added analytics in addition
to the price information distributed through its long-standing, exclusive
agreement with Cantor Fitzgerald Securities Corp. Dow Jones Markets is also
the exclusive distributor of real-time foreign exchange and money market
prices from M. W. Marshall & Company and Exco International, two of the
world's foremost foreign exchange brokers.
Dow Jones Markets provides products and software to help users analyze
its live-market data. The Dow Jones Platform, formerly Trading Room
Systems, provides advanced decision-support tools. Designed to serve the
needs of large trading rooms, the Dow Jones Platform has networking
capabilities which enable customers to link trading rooms worldwide.
Running on powerful desktop workstations using software compatible with
Microsoft Windows, the Dow Jones Platform consolidates several information,
transaction and analytic services into a single platform at a trader's desk.
PAGE 7
The Dow Jones Workstation, introduced in early 1995, provides the
entire breadth of Dow Jones Markets' real-time market data and decision-
support products on a single, Windows-based platform. The Dow Jones
Workstation can be delivered as a stand-alone product or incorporated into a
customized trading room system.
The Dow Jones Tradestation, which is technical analysis software
designed to run on the Workstation, was introduced in January 1996. It
offers advanced charting and analytical power combined with access to all
Dow Jones Markets news, commentary and price information.
The Digital Page Feed fills the needs of customers who prefer to
receive any or all of Dow Jones Markets' thousands of pages of data in the
form of an electronic feed that can be incorporated into their own
information systems. The digital feed offers these customers a highly
reliable, timely and selective information feed which can be integrated with
their internal distribution systems.
Matrix is a DOS-based product which helps customers to build
customized, full-color, market-specific pages using Dow Jones Markets data.
Matrix has modules to analyze the fixed income and foreign exchange markets.
This product is largely being phased out in favor of the Dow Jones
Workstation or a direct digital feed.
Other Dow Jones Markets products and services include: the Access
Service, a software package that provides a link to its information base
through public telephone networks; the Dow Jones PowerHub, launched in
early 1996 as the first electricity trading system; hand-held quotation
devices; Charting, a Windows-based analytical tool available in Europe; and
data for mortgage and real estate markets.
In late 1996, the company and Primark Corp. formed a joint venture to
establish a comprehensive new information service. The Primark/Dow Jones
Equities service, which will initially be marketed to traders and investors
in the United Kingdom and Ireland, will combine Primark's equities
information on British companies with Dow Jones' global news and data. The
service is expected to be launched in the second half of 1997 and later
expanded to France, Germany and other European markets.
Dow Jones News Service, which was expanded to a 24-hour service in
January 1997, is North America's pre-eminent supplier of business and
financial news to subscribers at brokerage firms, banks, investment
companies and other businesses. Capital Markets Report, which is
incorporated into Dow Jones Markets' basic information package, is the
company's newswire that covers fixed income and financial futures markets
around the world.
AP-Dow Jones, a news service joint venture with the Associated Press,
provides international economic, business and financial news to subscribers
in 65 countries. In addition to two broad international newswires, AP-Dow
Jones offers specialized wires dedicated to the coverage of European
equities, banking and the markets in foreign exchange. AP-Dow Jones also
produces the World Equities Report newswire, which serves domestic
institutions investing in international markets. State/Local Alert, an AP-
Dow Jones service that provides exclusive news about municipal bond markets,
was introduced in 1996.
PAGE 8
Dow Jones Markets' Emerging Markets Report provides information on the
emerging capital markets of developing countries, with particular emphasis
on Latin America, by combining Dow Jones Markets' live market prices with
news from Dow Jones and the Associated Press, plus market commentary from
Thomson Financial Services.
The Dow Jones Asian Equities Report, launched in 1994, covers 15 Asian-
Pacific stock markets and news of the companies traded on them.
Headquartered in Singapore, the service draws on the staffs of AP-Dow Jones,
The Asian Wall Street Journal and Far Eastern Economic Review, as well as
its own editors and reporters.
Washington-based Federal Filings publishes newswires, newsletters and
investment research based on its coverage of federal regulatory agencies,
Capitol Hill and bankruptcy courts nationwide. Federal Filings' products
include Federal Filings Business News, a real-time newswire covering SEC
filings; Daily Bankruptcy Review, a compendium of large bankruptcy filings
throughout the U.S.; and 13F Advance, which analyzes the equity portfolio
changes of prominent money managers. Federal Filings also offers Edgar
Direct, which provides real-time access to the full text of SEC filings.
Community Newspapers
- --------------------
Community newspapers published at year-end 1996 by Ottaway Newspapers,
Inc., a wholly owned subsidiary, include 19 general interest dailies in
Arizona, California, Connecticut, Kentucky, Massachusetts, Michigan,
Minnesota, Missouri, New York, Oregon and Pennsylvania. Average circulation
of the dailies during 1996 was approximately 574,000; Sunday circulation for
13 newspapers was approximately 528,000. The principal administrative
office of Ottaway Newspapers is in Campbell Hall, New York. The primary
delivery method for the newspapers is private delivery.
Ottaway Newspapers purchased the Salem (Mass.) Evening News in March
1995 and in August 1995 combined the operations of this newspaper with the
operations of the Peabody Times and the Beverly Times, all in Essex County,
Massachusetts, creating the leading newspaper on Boston's North Shore.
Other
- -----
In 1996 the company and ITT Corp. purchased WNYC-TV from the city of
New York. The television station, renamed WBIS+, began its mix of business
and sports programming to the New York metropolitan area in January 1997.
Dow Jones is also a 49% owner of Asia Business News (Singapore) Private, a
business and financial news television company broadcasting in Asia.
Additionally, the company owns a minority interest in Hubbard Broadcasting
Inc.'s U.S. Satellite Broadcasting venture which directly broadcasts
television programming by satellite to viewers in the U.S. having 18-inch
dish antennas linked to special home receivers.
PAGE 9
Dow Jones also has other investments including DJA Partners, a joint
venture with Aegon USA to develop and market a comprehensive on-line
commercial real estate information service, Teleres; Mediatex Communications
Corp., publisher of Texas Monthly magazine; Nation Publishing Group, a
Bangkok, Thailand, publisher of English and Thai-language magazines and
newspapers; AmericaEconomia, a Spanish-language business magazine in South
America; VWD-Vereinigte Wirtschaftsdienste GmbH, a German news agency
specializing in business and economic news and information; Minex
Corporation, a minority-owner of Electronic Broking Service, a provider of a
foreign exchange trading service; HB-Dow Jones S.A., a part-owner of a
publishing company in the Czech Republic; Optimark Technologies, Inc, a
developer of a new trading system for stock exchanges; Delta Clearing Corp.,
an option clearing service; and newsprint mills in the United States and
Canada.
Raw Materials
- -------------
The primary raw material used by the company is newsprint. In 1996,
approximately 252,000 metric tons were consumed. Newsprint was purchased
principally from 14 suppliers. F.F. Soucy, Inc. & Partners, L.P., Riviere
du Loup, Quebec, Canada, and Bear Island Paper Company, Richmond, Virginia,
furnished 16.2% and 18.4%, respectively, of total newsprint requirements.
The company is a limited partner in both ventures and has signed long-term
contracts with both for a substantial portion of its annual newsprint
requirements. For many years the available sources of newsprint have been
adequate to supply the company's needs.
Research and Development
- ------------------------
Research and development expenses were $73,974,000 in 1996, $66,710,000
in 1995 and $52,522,000 in 1994.
Competition
- -----------
The business publications of the company remain highly competitive. In
its various news publishing activities, Dow Jones competes with a wide
spectrum of other information media. All metropolitan general interest
newspapers and many small city or suburban papers carry business and
financial pages or sections, including securities quotations. In addition,
specialized magazines in the economics field, as well as general news
magazines, publish substantial amounts of business material. Nearly all
these publications seek to sell advertising space and much of this effort is
directly or indirectly competitive with Dow Jones' publications. The
company's business publications also compete with television and radio for
advertisers.
PAGE 10
The Interactive Publishing group competes with various business
information services, including divisions of Reed Elsevier PLC and Knight-
Ridder, Inc. which have greater market share. The Interactive Publishing
group also competes with various on-line services offered via the Internet.
Information services that were formerly available to only a few research
professionals in business are now readily available to many due to the
expansion of the Internet's World Wide Web. Competition to meet the growing
demand for fast access to business and personal finance information is
intense and technologies to disseminate this information are rapidly
changing.
The company believes that Reuters Holdings PLC ("Reuters"), a company
headquartered in London, whose shares are publicly traded in the United
States and the UK, is its most significant competitor currently providing,
on a worldwide basis, financial information display services closely
comparable to those furnished by Dow Jones Markets although other companies,
primarily Bloomberg L.P., Automated Data Processing Corporation, Telesphere
Corporation, ILX Systems, Inc., Bridge Information Services, Inc., McGraw-
Hill, Inc. and Quick Corporation of Japan are also in the business of
providing financial information displayed on video screens to customers.
The company believes that Reuters has more subscribers and video screens
displaying its information than the company on a worldwide basis. The
company believes that Bloomberg L.P. is its primary competitor in the fixed
income segment of the financial services market, particularly in the United
States.
The company's worldwide television initiatives are in highly
competitive markets. The company believes its major direct global
competitor is CNBC, which also provides full-length business programming.
International satellite networks which specialize in general news also
provide business programming. Also, individual television stations,
networks and cable channels in each country broadcast programming that
competes for advertising and the attention of viewers in their respective
markets.
All of the community newspapers operating under Ottaway Newspapers,
Inc. compete with metropolitan general interest newspapers, and most compete
with other newspapers available in their respective sales areas.
ITEM 2. Properties.
Dow Jones operates 17 plants with an aggregate of approximately one
million square feet for the printing of its domestic publications. Printing
plants are located in Palo Alto and Riverside, California; Denver, Colorado;
Orlando, Florida; LaGrange, Georgia; Naperville and Highland, Illinois; Des
Moines, Iowa; White Oak, Maryland; Chicopee Falls, Massachusetts; South
Brunswick, New Jersey; Charlotte, North Carolina; Bowling Green, Ohio;
Sharon, Pennsylvania; Dallas and Beaumont, Texas; and Federal Way,
Washington. All plants include office space. All are owned in fee except
the Palo Alto, California, plant, which is located on 8.5 acres under a
lease to Dow Jones for 50 years, expiring in 2015.
PAGE 11
Other facilities owned in fee with a total of approximately 870,000
square feet house news, sales, administrative, research, computer and
operations staff. These facilities are located in Chicopee Falls,
Massachusetts, and South Brunswick, New Jersey.
Dow Jones occupies two major leased facilities in New York City,
including 400,000 square feet at the World Financial Center, which primarily
houses editorial and executive staff, and 89,000 square feet at a separate
location for advertising sales staff. The company also leases other
business and editorial offices in numerous locations around the world,
including 50,000 square feet in two locations in Hong Kong.
Dow Jones Markets leases approximately 45,000 square feet at two
locations in New York City, 375,000 in Jersey City, New Jersey, 140,000 at
five locations in London, England, 135,000 at four locations in Toronto,
Ontario, 53,000 at three locations in Singapore and 39,000 at five locations
in Hong Kong. In addition, Dow Jones Markets leases space around the world
for its operations.
Ottaway Newspapers operates in 26 locations, including a 24,000 square
foot administrative headquarters in Campbell Hall, New York. These
facilities are located in Sun City, Arizona; Santa Cruz, California;
Danbury, Connecticut; Ashland, Kentucky; Beverly, Hyannis, New Bedford,
Gloucester, Nantucket, Peabody, Salem and Newburyport, Massachusetts;
Traverse City, Michigan; Mankato, Minnesota; Joplin, Missouri; Exeter, New
Hampshire; Middletown, Oneonta, Plattsburgh and Port Jervis, New York;
Medford, Oregon; and Grove City, Sharon, Stroudsburg and Sunbury,
Pennsylvania. Local printing facilities, which include office space, total
approximately 1.2 million square feet. All facilities are owned in fee
except the office space in Salem, which is leased.
The company believes that its current facilities are suitable and
adequate, well maintained and in good condition. Older facilities have been
modernized and expanded to meet present and anticipated needs. It is
estimated that between 65% and 80% of the capacity of the company's existing
production facilities is being utilized.
ITEM 3. Legal Proceedings.
MMAR GROUP, INC. V. DOW JONES & COMPANY, INC. AND LAURA JERESKI is a
libel case brought by a defunct bond brokerage firm against the company and
one of its reporters in October 1994 in the United States District Court for
the Southern District of Texas. The plaintiff alleged that it had gone out
of business as a result of an October 1993 article in The Wall Street
Journal that sought to describe MMAR's business and its dealings with the
Louisana State Employees Retirement System. On March 20, 1997, a federal
district court jury in Houston, Texas returned a verdict against the company
and Ms. Jereski for $22.7 million in compensatory damages, $200 million in
punitive damages against the company and $20,000 in punitive damages against
Ms. Jereski. On March 27, 1997, the company and Ms. Jereski filed motions
with the trial court seeking judgment in favor of the company as a matter of
law and for a new trial. If any portion of the verdict remains subsequent
to the court's ruling on these motions, Dow Jones and Ms. Jereski anticipate
that they will pursue their right to appeal to the United States Court of
Appeals for the Fifth Circuit.
PAGE 12
ITEM 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
Executive Officers of the Registrant
- ------------------------------------
Each executive officer is elected annually to serve at the pleasure of
the Board of Directors.
All executive officers named below have been employed by the company
for more than five years.
Peter R. Kann, age 54, Chairman of the Board since July 1991, Chief
Executive Officer since January 1991 and Publisher of The Wall Street
Journal since January 1989, served as President from July 1989 to July 1991
and Chief Operating Officer from July 1989 to December 1990, Executive Vice
President from 1985 to 1989 and Associate Publisher of The Wall Street
Journal from 1979 to 1988.
Kenneth L. Burenga, age 52, President of the company and President of
The Wall Street Journal since July 1991, Chief Operating Officer since
January 1991 and Chief Executive Officer of Dow Jones Markets since July
1996, served as Executive Vice President from January 1991 to July 1991 and
Senior Vice President from 1986 thru 1990, and General Manager from January
1989 thru December 1990, as Chief Financial and Administrative Officer from
1986 to 1988 and Vice President/Circulation of The Wall Street Journal from
1980 to 1986.
James H. Ottaway Jr., age 59, Senior Vice President since 1986,
President of Magazines since February 1988, Chairman of Ottaway Newspapers,
Inc. since 1979, served as President of the International Group from
February 1988 to January 1995, as Vice President/Community Newspapers from
1980 to 1985 and as President of Ottaway Newspapers, Inc. from 1970 to 1985
and its Chief Executive from 1976 to January 1989.
Peter G. Skinner, age 52, Senior Vice President since November 1989,
General Counsel and Secretary since 1985 and President, Television since
January 1995, served as Vice President from 1985 to November 1989.
Carl M. Valenti, age 58, President and Publisher of Dow Jones
Newswires since July 1996 and Senior Vice President of the company since
July 1989, President and Publisher of Dow Jones Markets from May 1990 to
July 1996, served as Vice President of the company and President/Information
Services Group from 1987 to 1990 and as Vice President/Information Services
Group from 1980 to 1987.
Kevin J. Roche, age 62, Vice President/Finance since 1986 and Chief
Financial Officer since January 1989, served as Comptroller from 1977 to
1987.
Thomas G. Hetzel, age 41, Comptroller since October 1993, served as
Associate Comptroller from 1992 to 1993 and Assistant Comptroller from 1988
to 1992.
PAGE 13
PART II.
ITEM 5. Market for the Registrant's Common Equity and Related
Stockholder Matters.
The company's common stock is listed on the New York Stock Exchange.
The class B common stock is not traded. The approximate number of
stockholders of record as of January 31, 1997, was 12,500 for common stock
and 4,800 for class B common stock. The company paid $.96 per share in
dividends in 1996 and $.92 per share in 1995. The dividend payout ratio was
48.9% in 1996 and 47.0% in 1995.
============================================================================
Market Price 1996 Market Price 1995
----------------- -----------------
Quarters Dividends Dividends
Ended High Low Paid 1996 High Low Paid 1995
- ----------------------------------------------------------------------------
March 31 $41 $38 $.24 $38 1/2 $30 5/8 $.23
June 30 41 7/8 34 3/4 .24 37 7/8 33 1/2 .23
September 30 41 7/8 37 .24 37 7/8 34 1/2 .23
December 31 37 3/4 31 7/8 .24 40 1/8 34 1/8 .23
============================================================================
PAGE 14
ITEM 6. Selected Financial Data.
See Management's Discussion and Analysis of Financial Condition and
Results of Operations for a discussion of factors that affect the
comparability of the information reflected in this table.
The following table shows selected financial data for the most recent five
years:
============================================================================
(in thousands except
per share amounts) 1996 1995 1994 1993 1992
- ----------------------------------------------------------------------------
Revenues $2,481,592 $2,283,761 $2,090,977 $1,931,816 $1,817,870
Income before
cumulative effect
of accounting
changes $189,969 $189,572 $181,180 $147,547 $118,391
Net income $189,969 $189,572 $178,173 $147,547 $107,586
- ----------------------------------------------------------------------------
Per Share Amounts:
Income before
cumulative effect
of accounting
changes $1.96 $1.96 $1.83 $1.48 $1.17
Net income $1.96 $1.96 $1.80 $1.48 $1.06
Dividends $ .96 $ .92 $ .84 $ .80 $ .76
- ----------------------------------------------------------------------------
Average shares
outstanding 96,703 96,907 99,002 99,773 101,150
Total assets $2,759,631 $2,598,700 $2,445,766 $2,349,539 $2,372,035
Long-term debt,
incl. current
portion $337,618 $259,253 $300,870 $266,391 $340,036
- ----------------------------------------------------------------------------
Operating income
as a percent of
revenues 13.6% 13.3% 17.1% 16.4% 15.4%
Net income as a
percent of
revenues 7.7% 8.3% 8.5% 7.6% 5.9%
Net income as a
percent of stock-
holders' equity 11.6% 11.8% 12.0% 9.9% 7.4%
============================================================================
PAGE 15
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Net income in 1996 of $190 million, or $1.96 per share, was flat
compared with 1995 earnings. Included in 1996 was a gain of nine cents per
share from the sale of the company's minority position in Press-Enterprise
Company. In 1995 net income included a net enhancement of one cent per
share consisting of a six-cents-per-share gain on the sale of 80% of
SportsTicker and a five-cents-per-share loss on an operating lease.
Excluding these nonrecurring items, net income would have declined 4% in
1996. Strong operating earnings gains from Print Publications were offset
by a downturn in the financial information services segment, continued
investments in television and a drop-off in equity results from newsprint
mill partnerships.
Operating income in 1996 advanced $32.9 million, or 10.8%, to $337
million. The operating margin rose slightly to 13.6% from 13.3% in 1995.
Excluding an $8.4 million loss on an operating lease in 1995, operating
income would have risen 7.8%. Revenues in 1996 of $2.5 billion rose $197.8
million, or 8.7%, with roughly two-thirds of the increase attributable to
higher advertising revenue. The jump in advertising revenue was driven by a
13.9% advertising linage gain at The Wall Street Journal, which represented
the largest year-to-year percentage increase in Journal linage in the past
quarter century. On a consolidated basis, domestic revenues, which were
about 70% of total revenues, grew 10%, while revenues from foreign
operations gained 5.5%. Expenses of $2.1 billion increased $164.9 million,
or 8.3%, in part due to enhanced news content, additional selling efforts
and continued investment in product initiatives at the company's Dow Jones
Markets, Interactive Publishing and Television units.
In 1995 net income of $189.6 million increased $11.4 million, or 6.4%,
from 1994. Earnings in 1994 included a $3 million after-tax charge for a
change in accounting. Exclusive of nonrecurring items in both 1995 and
1994, net income would have increased $7.6 million, or 4.2%. The increase
was largely attributable to lower income tax expense and improved equity
earnings from newsprint mill affiliates. Operating income in 1995 declined
$54.3 million, or 15.1%, reflecting a drop-off in business publishing
segment profits, which were negatively affected by significantly higher
newsprint costs and the start-up of European Business News, the company's
television operation in Europe.
Net income in 1994 of $178.2 million, or $1.80 per share, increased
$30.7 million, or 20.8%, from 1993. Operating income grew $41.9 million, or
13.2%. The operating margin of 17.1% rose from 1993's 16.4%.
SEGMENT DATA
A summary of the results of operations for each of the company's
principal business segments as well as financial data by geographic area is
displayed in Note 16 to the financial statements.
Dow Jones' business operations are aligned into the following three
segments: business publishing, financial information services and community
newspapers.
PAGE 16
Business publishing contains the company's Print Publications, and the
Dow Jones Interactive Publishing (formerly known as Business Information
Services) and Television groups. Business publishing, which serves the
corporate business consumer and private investor marketplaces, accounted for
almost half of the company's revenues in 1996. This segment's operating
margin was 13.1% in 1996 versus 9.1% in 1995 and 16.4% in 1994.
Financial information services includes Dow Jones Markets (formerly
known as Dow Jones Telerate) and Dow Jones' financial newswires, such as the
Dow Jones News Service, the AP-Dow Jones newswires and Federal Filings.
This segment primarily serves the worldwide financial services industry --
including traders and brokers -- with real-time business and financial news,
quotes, trading systems and analytical tools. Financial information
services comprised about 40% of the company's revenues in 1996. This
segment's operating margins over the last three years were as follows:
15.9% in 1996, 20.5% in 1995, and 20.9% in 1994.
The community newspapers segment consists of the company's Ottaway
Newspapers, Inc. subsidiary, which publishes 19 daily newspapers as well as
various weekly publications in communities throughout the United States.
The community newspapers segment, which contributes about 10% of companywide
revenues, achieved operating margins of 15.2% in 1996, 12.1% in 1995, and
14.3% in 1994.
BUSINESS PUBLISHING
Operating income in 1996 grew $63.9 million, or 66.9%, to $159.4
million, buoyed by double-digit growth in advertising volume at The Wall
Street Journal and Barron's. This significant rise in operating profits
followed a decline of $61.9 million, or 39.3%, in 1995 and a dip of $2.7
million, or 1.6%, in 1994.
The sharp decline in 1995 operating income reflected the substantial
rise in the price of newsprint, the start-up of the company's television
operation in Europe and an $8.4 million loss on an operating lease.
In 1996 business publishing segment revenues grew $164.9 million, or
15.7%, to just over $1.2 billion, while expenses increased $101 million, or
10.6%, to $1.1 billion.
Print Publications, the largest component of this segment, had a
revenue increase of 15.2% in 1996. Wall Street Journal advertising linage
increased 13.9%. Journal ad linage was up 2.2% in 1995 after a 1.2% decline
in 1994.
All three principal Journal advertising categories posted linage gains
in 1996. Financial advertising, which represented about one-third of
Journal linage, was particularly robust, growing 33.5%. The jump in
financial advertising in 1996 stemmed from increased advertising by
investment and trading firms and a rise in security offerings. The
financial advertising gain in 1996 followed declines of 3.1% and 9.9% in
1995 and 1994, respectively. General linage, which constituted just over
half of total Journal linage, rose 6.1% in 1996 compared with increases of
5.1% in 1995 and 3.1% in 1994. General linage includes such categories as
travel, computers and corporate image advertising. Classified and other
linage rose 2.2% in 1996 after gains of 2.7% in 1995 and 4.8% in 1994.
PAGE 17
Advertising linage for The Asian Wall Street Journal increased 7.6% in
1996. However, linage at The Wall Street Journal Europe dipped 3.8%.
Barron's national advertising pages, which are largely dependent on
financial advertising, climbed 31.6% in 1996 after a drop of 17.5% in 1995
and a 2.4% gain in 1994. At the Far Eastern Economic Review, advertising
pages dropped 4.7% in 1996.
Average circulation for the domestic Wall Street Journal increased to
1,807,000 in 1996 from 1,796,000 in 1995. Circulation was 1,809,000 in
1994. Circulation for the international editions of The Wall Street Journal
continued to grow with Europe and Asia, combined, posting average 1996
circulation of 116,000, up about 5% from a year earlier and up roughly 11%
from 1994. Barron's average circulation in 1996 was 294,000, up 5% from
1995.
Expenses for the Print Publications group rose 8% in 1996, partially
due to a rise in costs related to advertising volume including sales
incentives, newsprint and delivery charges. Newsprint expense increased 7%
in 1996, reflecting a 10% increase in tons consumed. In 1995 Print
Publications expenses were up 12.2%, with nearly half of the rise due to a
44% jump, on average, in newsprint prices.
At Dow Jones Interactive Publishing, the revenue advance of 13.8% was
outpaced by a 21.6% rise in expenses. The revenue increase was attributable
to volume gains for an enriched Dow Jones News/Retrieval and DowVision, as
well as advertising and subscription revenue for The Wall Street Journal
Interactive Edition. Delivery over the Internet of the Interactive Journal
was limited to paying subscribers in the latter part of 1996. At the end of
1996, this edition had roughly 50,000 subscribers. Also, the Interactive
Journal had approximately 90 advertisers in 1996, up from roughly a dozen
advertisers in 1995. Expenses for Interactive Publishing rose chiefly due
to an increase in content costs, WSJ Interactive operations and spending on
expanding delivery of other products and services via the Internet.
Within the business publishing segment, operating losses from the
company's Television group, which is largely comprised of European Business
News (EBN), increased $2.5 million in 1996 after a sharp increase in 1995
related to the start-up of EBN.
Global television initiatives, including equity losses from television
ventures in Asia and the U.S., and operations in Europe less the
noncontrolling partner's share of losses, posted a pretax loss of $48
million in 1996 versus losses of $38 million in 1995 and $19 million in
1994.
The number of full-time employees for the business publishing segment
at the end of 1996 was up 4.9% from a year earlier, chiefly due to expanded
operations at Dow Jones Interactive Publishing and an increase in staffing
at the Asian and domestic Journals.
PAGE 18
FINANCIAL INFORMATION SERVICES
Operating income for the financial information services segment fell
$41.2 million, or 20.9%, to $155.8 million in 1996. Revenues of $979.7
million increased only $18.3 million, or 1.9%, while expenses of $823.9
million climbed $59.5 million, or 7.8%. Excluding the effect of foreign
exchange rate fluctuations, revenues and expenses were up 1.4% and 8.2%,
respectively, and operating income declined $48.8 million, or 24.8%.
Dow Jones Markets, which represented about 85% of this segment's
revenues, posted a one percent revenue increase in 1996. Dow Jones'
financial newswires, which is the other component of this segment, generated
7% revenue growth in 1996. Segment revenues from foreign operations rose
2.6%, while domestic revenues were up just 0.8%. Modest revenue gains for
European operations, achieved from sales of trading room systems, were
partially offset by a slight revenue decline in the Asia/Pacific region.
Financial information services expenses increased as a result of additional
spending on acquiring third-party content, heightened sales efforts and
higher costs for trading room systems.
The slow growth of Dow Jones Markets revenue in 1996 was in part the
result of strong competitive pressures as well as cost containment measures
by major customers and consolidations in the financial services industry.
During 1996, this unit's overall market share decreased moderately relative
to its primary competitors. The traditional strengths of Dow Jones Markets
have been its real-time U.S. Treasury information and its wide range of
third-party value-added services. However, to be more competitive in the
worldwide financial services marketplace, the company believes it must
provide not only real-time tradeable prices, but also a wider array of
historical information and analytics across all market segments.
Additionally, information technology managers in the financial services
industry prefer to work with a limited number of information providers to
service all of their information and trading needs in order to reduce costs.
Technical limitations of Dow Jones Markets' current page-based delivery
system have hampered the company's ability to respond rapidly to the
marketplace's changing needs. However, the company is addressing this
business unit's current shortcomings with a revitalization plan which is
outlined in the Outlook section of this Management's Discussion and
Analysis.
In 1995 operating income for the financial information services segment
increased $13.9 million, or 7.6%, from the $183.1 million earned in 1994.
The increase in 1995 followed an operating income gain of $42.1 million, or
30%, in 1994. Revenues in 1995 at this segment grew $84 million, or 9.6%,
and expenses increased $70.1 million, or 10.1%. Financial information
services revenues in 1995 from foreign operations grew 13.4%, while revenues
from domestic operations advanced 4%. The rise in expenses was caused
chiefly by increases in the cost of acquiring third-party content, product
development and costs of expanded news coverage. Additionally, sales costs
rose mainly due to the marketing of the Dow Jones Workstation which was
introduced in early 1995.
The number of full-time employees in the financial information services
segment at December 31, 1996 was up 10.1% from a year earlier, as Dow Jones
Markets continued the expansion of its worldwide news, sales and product
development staffs.
PAGE 19
COMMUNITY NEWSPAPERS
Community newspapers segment profits rose $10.8 million, or 32.7%, to
$43.8 million in 1996. Revenues of $287.5 million advanced $14.6 million,
or 5.4%, primarily due to rate increases. Advertising revenue grew 5%
despite a 1.2% drop in advertising linage, and circulation revenue advanced
6.4%. Average daily circulation was 574,000, down slightly from 576,000 in
1995. Expenses increased just $3.8 million, or 1.6%. The expense increase
was tempered by a decline in newsprint prices, strict cost controls and
efficiencies achieved from consolidating three operations in Essex County,
Massachusetts in the second half of 1995. Newsprint expense for this
segment was down roughly 2% in 1996.
In 1995 operating income of $33 million declined $3.2 million, or 8.8%,
from 1994. Revenues grew $20.7 million, or 8.2%; however, expenses climbed
$23.9 million, or 11.1%. The acquisition of Salem (Mass.) Evening News in
early 1995 contributed to the higher revenue and expense levels.
Additionally, newsprint price hikes had a severe impact in 1995, accounting
for roughly half of the $23.9 million increase in expenses. Operating
income in 1994 rose $3.6 million, or 11.1%.
STAFFING COSTS
At December 31, 1996, the company employed 11,844 full-time employees,
up 5.4% from 11,232 at year-end 1995 and up 15.4% from the 10,265 employees
at year-end 1994. Approximately one-quarter of these employees are based
outside the United States. Salaries and wages were 31% of total operating
expenses in 1996, compared with 30% in 1995 and 31% in 1994. Salaries and
wages increased 9.5% in 1996, following increases of 12.3% and 5.8% in 1995
and 1994, respectively. The increase in the number of employees since the
end of 1994 was largely due to the launch in 1995 of European Business News,
and the expansion of the staffs at Dow Jones Markets and Dow Jones
Interactive Publishing.
OTHER INCOME/DEDUCTIONS
In 1996 the company's share of losses from associated companies was
$5.4 million, which was a negative swing of $19.6 million from equity
earnings of $14.2 million in 1995 but was equivalent to the $5.4 million
loss in 1994. The decline in 1996 represented a fall-off in earnings at the
company's newsprint mill affiliates as well as additional losses from
television partnerships and Teleres, a commercial real estate on-line
service. Equity results in 1996 included initial costs for WBIS+, a New
York television station jointly-owned with ITT Corp. This station began
airing its business and sports programming on January 21, 1997. The
improvement in equity results in 1995 was attributable to a $24 million hike
in earnings from newsprint mill affiliates, the result of rising newsprint
prices during 1995.
PAGE 20
Other income in 1996 was $14.2 million, compared with income of $17.6
million in 1995 and a loss of $2.9 million in 1994. Included in 1996 was a
pretax gain of $14.3 million from the sale of the company's minority
interest in Press-Enterprise Company, a general-interest newspaper publisher
in Riverside, California. Other income in 1995 benefited from a $13.4
million pretax gain on the sale of 80% of the company's interest in
SportsTicker, a real-time sports news and information company.
INCOME TAXES
The effective income tax rate edged up to 44.6% in 1996 from 43.3% in
1995. The effective rate was 46.6% in 1994. The increase in the effective
tax rate in 1996 primarily resulted from a reduction in research and
development tax credits. The lower effective rate in 1995, relative to
1994, was attributable to favorable settlements of state and local tax
issues and beneficial changes in tax laws.
INVESTMENTS
During 1996, businesses and investments acquired totaled $145.1
million. Investments mainly consisted of the acquisition with equal partner
ITT Corp. of WNYC-TV, renamed WBIS+, for $207 million in total. Also, the
company made additional investments in its television venture in Asia, Asia
Business News; DJA Partners (Teleres); and Minex, a minority partner in
Electronic Broking Service, a provider of a foreign exchange trading
service.
In 1995 the company invested a total of $74.2 million principally for
the following business acquisitions: The Salem Evening News, an Essex
County, Massachusetts daily that expanded the community newspapers segment's
franchise along Boston's North Shore; Charter Financial Publishing Corp., a
magazine publisher serving financial professionals; a majority ownership in
IDD Enterprises, L.P., a diversified publishing, database, software and
consulting company; and additional funding for its joint ventures in Asia
Business News and DJA Partners.
FINANCIAL POSITION
Cash provided by operations reached $405.2 million in 1996, up $33.3
million from 1995's $371.9 million and $2.1 million more than the
$403.1 million generated in 1994. The increase in 1996 from 1995 was in a
large part due to the $32.9 million gain in operating income. During 1996
the company, using cash from operations, paid dividends of $93 million and
funded capital expenditures of $232.2 million. Investments of $145.1
million were funded mainly by issuing commercial paper. The company also
repurchased 2.4 million shares of its common stock for $88.7 million. The
company can repurchase an additional 2.1 million shares under the current
authorization from the company's Board of Directors. These additional
shares may be acquired as market and other conditions warrant.
PAGE 21
Long-term debt, including current maturities, at December 31, 1996 was
$337.6 million, up $78.3 million from the year-earlier level of
$259.3 million. The debt-to-equity ratio at December 31, 1996 increased to
20.5% from 16.2% in 1995. The working capital ratio, excluding unearned
revenue, was 1.1 to 1 in both 1996 and 1995.
The company's liquidity requirements that exceed cash provided by
operations are regularly funded through the issuance of commercial paper,
which is supported by a $400 million revolving credit agreement with several
banks through November 1999. Currently, the company has authorization from
its Board of Directors to borrow up to $700 million. Borrowings may be in
the form of commercial paper, bank borrowings, or long-term notes under a
$300 million shelf registration statement filed with the Securities and
Exchange Commission. At December 31, 1996, commercial paper of $161 million
and long-term notes of $150 million due December 1, 2000 were outstanding.
OUTLOOK
In 1997 Dow Jones, with the unanimous approval of its Board of
Directors, embarked on a multiyear investment program to revitalize and
expand its Dow Jones Markets business unit. The investment program is
expected to total up to $650 million in capital expenditures and increased
development and operating expenses over the next three to four years. Dow
Jones Markets intends to build a more flexible distribution infrastructure
based on standard Internet protocols and content-rich historical databases
as well as greatly broaden its current array of products and services.
After giving effect to this investment program and to the expected
continuing near-term decline in Dow Jones Markets' operating results,
consolidated earnings in 1997 and 1998 are anticipated to be in the range of
$1.20 to $1.40 per share.
The company expects cash provided by consolidated operations to fund
most of this investment program as well as its normal recurring operating
commitments, capital expenditures and dividends. The company's capital
expenditures are expected to total roughly $300 million in 1997, including
approximately $80 million in equipment and capitalized software development
costs related to the reinvestment program. Capital spending in 1997 also is
expected to include upgrading printing facilities, continued enhancement of
Interactive Publishing distribution capabilities, computer equipment for
customers and the construction of new office space. Any funding
requirements not covered by operating cash flows will likely be met by the
issuance of commercial paper or other debt instruments.
Revenues for the financial information services segment are expected to
be flat in 1997 while expenses, after taking into consideration the
investment program, are expected to rise substantially. Operating income
for this segment is anticipated to fall considerably in 1997. New products
and services will be introduced over the coming years; however, significant
incremental revenues are not expected in 1997. Also in 1997, revenue flows
from Japan are expected to fall about $15 million mainly as a result of less
favorable foreign currency exchange forward contract rates attributable to a
stronger U.S. dollar.
PAGE 22
Business publishing revenues are expected to be up modestly in 1997.
Revenue growth is anticipated mainly from advertising and circulation rate
increases, and volume gains at Dow Jones Interactive Publishing. On January
1, 1997, advertising rates at The Wall Street Journal and Barron's were
raised about 5%. Additionally, the Journal's annual subscription price,
which was last increased in January 1995, was raised 6.7% to $175. The
overseas editions have raised advertising rates by an average of 7%.
Changes in the domestic Journal's advertising volume are highly
unpredictable and are in a large part dependent on the U.S. economy and
specifically, on the activity in financial markets. Expenses for this
segment are expected to rise moderately in 1997. Newsprint expense is
expected to decline in 1997 versus 1996, especially in the first half of the
year. Newsprint prices at the end of 1996 were roughly 30% lower than at
the end of 1995. On a consolidated basis, reductions in newsprint expense
will be somewhat offset by worsening equity results at the newsprint mill
partnerships.
Global television pretax losses, including equity losses from
television ventures in the U.S. and Asia, and operations in Europe, are
expected to approximate the $48 million loss in 1996. Results from these
television ventures are largely dependent on their ability to attract
audiences and sell advertising at desired rates. Losses are expected in
1997 for the U.S. television venture, WBIS+, which began its business and
sports programming in January 1997. In early 1997, ITT Corp., Dow Jones'
partner in WBIS+, announced it may sell off its noncore assets, which
include its interest in WBIS+ and Madison Square Garden, owner of the New
York Knicks and Rangers sports teams. The sale of these noncore assets
could result in a change in the WBIS+'s access to desired sports
programming. Global television losses in 1997 will also likely include 100%
of European Business News (EBN) losses because EBN's minority partner has
met all of its contractual investment requirements and is not expected to
fund further operations. However, these additional losses are expected to
be offset by savings from discontinuing the Dow Jones Investor Network and
improved operating results from EBN.
Operating earnings from the community newspapers segment are expected
to increase in 1997. Revenues are anticipated to rise in line with
increases seen in recent years due to advertising and circulation rate
increases. A decline in newsprint expense will likely hold this segment's
expense growth to a moderate level.
As of December 31, 1996, the company has identified a majority of its
computer systems that are not "Year 2000" compliant. It is not expected
that modifying or replacing these systems will have a material effect in
1997 on the company's financial statements taken as a whole.
In February 1997 the company and its major union, representing roughly
20% of full-time employees, reached a tentative agreement to a contract that
had expired in early 1996. This tentative agreement, which is subject to
union membership approval, calls for annual salary increases of 3% to 4%
over the term of the contract expiring on April 30, 1999. In January 1997
members of this union voted to affiliate with the Communication Workers of
America.
PAGE 23
INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS
Management's Discussion and Analysis and other sections of this Form
10-K include forward-looking statements that reflect the company's current
expectations concerning future results and events. The words "expects,"
"intends," "plans," "believes," "anticipates," "likely," "will," and similar
expressions identify forward-looking statements. These forward-looking
statements are subject to certain risks and uncertainties that could cause
actual results and events to differ materially from those anticipated in the
forward-looking statements. Some important factors that might cause such a
difference are described in Note 18 to the consolidated financial statements
included on page 47 of this Form 10-K.
PAGE 24
ITEM 8. Financial Statements and Supplementary Data
CONSOLIDATED STATEMENTS OF INCOME
Dow Jones & Company, Inc.
For the years ended December 31, 1996, 1995 and 1994
==============================================================================
(in thousands except per share amounts) 1996 1995 1994
- ------------------------------------------------------------------------------
REVENUES:
Information services $1,125,625 $1,092,002 $ 976,800
Advertising 896,981 771,779 724,990
Circulation and other 458,986 419,980 389,187
- ------------------------------------------------------------------------------
Total revenues 2,481,592 2,283,761 2,090,977
- ------------------------------------------------------------------------------
EXPENSES:
News, operations and development 820,564 748,945 642,184
Selling, administrative and general 831,270 764,161 681,244
Newsprint 164,766 157,047 107,178
Second class postage and carrier delivery 110,256 103,497 96,751
Depreciation and amortization 217,756 206,070 205,303
- ------------------------------------------------------------------------------
Operating expenses 2,144,612 1,979,720 1,732,660
- ------------------------------------------------------------------------------
Operating income 336,980 304,041 358,317
OTHER INCOME (DEDUCTIONS):
Investment income 4,249 5,379 4,884
Interest expense (18,755) (18,345) (16,858)
Equity in (losses) earnings of
associated companies (Note 4) (5,408) 14,193 (5,434)
Other, net (Note 3) 14,194 17,632 (2,884)
- ------------------------------------------------------------------------------
Income before income taxes and
minority interests (Note 8) 331,260 322,900 338,025
Income taxes (Note 8) 147,728 139,878 157,632
- ------------------------------------------------------------------------------
Income before minority interests 183,532 183,022 180,393
Minority interests in losses of subsidiaries 6,437 6,550 787
- ------------------------------------------------------------------------------
Income before cumulative effect of
accounting change 189,969 189,572 181,180
Cumulative effect of accounting change
(Note 11) (3,007)
- ------------------------------------------------------------------------------
NET INCOME $ 189,969 $ 189,572 $ 178,173
==============================================================================
PER SHARE (Note 13):
Income before cumulative effect of
accounting change $1.96 $1.96 $1.83
Cumulative effect of accounting change (.03)
Net income 1.96 1.96 1.80
Cash dividends .96 .92 .84
==============================================================================
Weighted-average shares outstanding 96,703 96,907 99,002
==============================================================================
The accompanying notes are an integral part of the financial statements.
PAGE 25
CONSOLIDATED BALANCE SHEETS
Dow Jones & Company, Inc.
December 31, 1996 and 1995
===============================================================================
(dollars in thousands) 1996 1995
-------------------------------------------------------------------------------
ASSETS:
Current Assets:
Cash and cash equivalents $ 6,769 $ 13,667
Accounts receivable -- trade, net of
allowance for doubtful accounts of
$16,234 in 1996 and $13,402 in 1995 313,205 272,601
Inventories (Note 5) 10,840 12,752
Deferred income taxes (Note 8) 18,369 18,989
Prepaid expenses 26,442 24,142
Other current assets 28,060 29,104
-------------------------------------------------------------------------------
Total current assets 403,685 371,255
-------------------------------------------------------------------------------
Investments in associated companies, at equity (Note 4) 215,478 122,587
Other investments (Notes 6 & 17) 99,587 71,777
Plant and Property, at cost:
Land 26,319 26,206
Buildings and improvements 370,616 344,998
Equipment 1,780,990 1,629,229
Construction in progress 41,565 49,133
-------------------------------------------------------------------------------
2,219,490 2,049,566
Less, accumulated depreciation 1,480,090 1,359,585
-------------------------------------------------------------------------------
739,400 689,981
Excess of cost over net assets of businesses
acquired, less accumulated amortization of
$368,873 in 1996 and $325,306 in 1995 1,272,489 1,308,623
Deferred income taxes (Note 8) 7,914 11,786
Other assets 21,078 22,691
-------------------------------------------------------------------------------
Total assets $2,759,631 $2,598,700
===============================================================================
The accompanying notes are an integral part of the financial statements.
PAGE 26
CONSOLIDATED BALANCE SHEETS
Dow Jones & Company, Inc.
December 31, 1996 and 1995
==============================================================================
(dollars in thousands) 1996 1995
------------------------------------------------------------------------------
LIABILITIES:
Current Liabilities:
Accounts payable -- trade $ 104,491 $ 104,597
Accrued wages, salaries and commissions 70,453 61,121
Profit sharing and other retirement plan
contributions payable (Note 10) 40,815 37,483
Other payables 76,021 70,911
Income taxes (Note 8) 63,868 67,940
Unearned revenue 240,239 234,168
Current maturities of long-term debt (Note 6) 5,318 5,318
------------------------------------------------------------------------------
Total current liabilities 601,205 581,538
Long-term debt (Notes 6 & 17) 332,300 253,935
Deferred compensation, principally postretirement
benefit obligation (Note 11) 164,006 149,522
Other noncurrent liabilities 18,127 11,954
------------------------------------------------------------------------------
Total liabilities 1,115,638 996,949
------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY:
Common stock, par value $1 per share; authorized
135,000,000 shares; issued 80,514,161 shares
in 1996 and 80,266,177 shares in 1995 80,514 80,266
Class B common stock, convertible, par value $1
per share; authorized 25,000,000 shares; issued
21,666,860 shares in 1996 and 21,914,844 shares
in 1995 21,667 21,915
------------------------------------------------------------------------------
102,181 102,181
Additional paid-in capital 134,434 134,898
Retained earnings 1,601,787 1,504,787
Unrealized gain on investments (Note 17) 12,353
Cumulative translation adjustment (5,896) (5,586)
------------------------------------------------------------------------------
1,844,859 1,736,280
Less, treasury stock, at cost; 6,735,782 shares in
1996 and 4,932,141 shares in 1995 200,866 134,529
------------------------------------------------------------------------------
Total stockholders' equity 1,643,993 1,601,751
------------------------------------------------------------------------------
Total liabilities and stockholders' equity $2,759,631 $2,598,700
==============================================================================
PAGE 27
CONSOLIDATED STATEMENTS OF CASH FLOWS
Dow Jones & Company, Inc.
For the years ended December 31, 1996, 1995 and 1994
======================================================================================
(in thousands) 1996 1995 1994
--------------------------------------------------------------------------------------
OPERATING ACTIVITIES:
Net income $189,969 $189,572 $178,173
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 174,189 163,051 164,383
Amortization of excess of cost over net
assets of businesses acquired 43,567 43,019 40,920
Gain on sale of businesses and investments (14,315) (13,557) (3,097)
Gain on disposition of plant and property (1,696) (1,827) (1,965)
Write-down of investments 3,582
Loss on operating lease 8,412
Minority interests in losses of subsidiaries (6,437) (6,550) (787)
Cumulative effect of accounting change 3,007
Equity in losses (earnings) of associated
companies, net of distributions 21,289 (1,714) 8,812
Changes in assets and liabilities:
Accounts receivable - trade (40,099) (36,423) (35,604)
Unearned revenue 6,808 7,863 14,376
Inventories 1,912 (2,180) 147
Other current assets (2,998) (8,563) 2,064
Accounts payable and accrued liabilities 17,214 16,168 22,220
Income taxes (2,283) 952 12,948
Deferred taxes (3,994) (1,377) (16,867)
Deferred compensation 14,484 15,271 9,387
Other noncurrent liabilities 7,900 115 355
Other, net (353) (345) 1,088
--------------------------------------------------------------------------------------
Net cash provided by operating activities 405,157 371,887 403,142
--------------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Additions to plant and property (232,178) (218,765) (222,434)
Disposition of plant and property 13,549 13,451 18,608
Businesses and investments acquired, net of
cash received (145,145) (74,186) (47,327)
Businesses and investments sold, net of cash given 23,877 22,066 5,218
Return of capital by investees 1,448 20 477
Proceeds from guaranteed investment contract 5,318 5,318 5,318
Loans to investees (649) (10,402) (3,632)
--------------------------------------------------------------------------------------
Net cash used in investing activities (333,780) (262,498) (243,772)
--------------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Cash dividends (92,969) (89,131) (83,360)
Increase in long-term debt 144,129 172,285 231,679
Reduction of long-term debt (65,811) (214,544) (197,318)
Proceeds from sales under stock purchase plans 21,259 17,430 17,001
Purchase of treasury stock (88,704) (118,219)
Contributions from minority partner 5,416 9,142
--------------------------------------------------------------------------------------
Net cash used in financing activities (76,680) (104,818) (150,217)
--------------------------------------------------------------------------------------
PAGE 28
EFFECT OF EXCHANGE RATE CHANGES ON CASH (1,595) (1,792) (3,917)
--------------------------------------------------------------------------------------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (6,898) 2,779 5,236
Cash and cash equivalents at beginning of year 13,667 10,888 5,652
--------------------------------------------------------------------------------------
Cash and cash equivalents at end of year $ 6,769 $ 13,667 $ 10,888
======================================================================================
The accompanying notes are an integral part of the financial statements.
PAGE 29
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Dow Jones & Company, Inc.
For the years ended December 31, 1996, 1995 and 1994
======================================================================================================================
Class B Additional Treasury Stock
(in thousands Common Common Paid-in Retained Other -------------------
except shares) Stock Stock Capital Earnings Adjustments Shares Amount Total
- ----------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1993 $80,003 $22,178 $135,109 $1,309,533 $(4,889) (2,396,573) $ (53,993) $1,487,941
Net income - 1994 178,173 178,173
Dividends, $.84 per share (83,360) (83,360)
Translation adjustment (1,330) (1,330)
Conversion of class B common
stock into common stock 159 (159)
Capital changes of investee 157 157
Sales under stock purchase
plans (1,249) 621,734 19,498 18,249
Purchase of treasury stock (3,782,000) (118,219) (118,219)
- ----------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1994 80,162 22,019 134,017 1,404,346 (6,219) (5,556,839) (152,714) 1,481,611
Net income - 1995 189,572 189,572
Dividends, $.92 per share (89,131) (89,131)
Translation adjustment 633 633
Conversion of class B common
stock into common stock 104 (104)
Capital changes of investee (242) (242)
Sales under stock purchase
plans 1,123 624,698 18,185 19,308
- ----------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1995 80,266 21,915 134,898 1,504,787 (5,586) (4,932,141) (134,529) 1,601,751
Net income - 1996 189,969 189,969
Dividends, $.96 per share (92,969) (92,969)
Unrealized gain on
investments (Note 17) 12,353 12,353
Translation adjustment (310) (310)
Conversion of class B common
stock into common stock 248 (248)
Capital changes of investee (37) (37)
Sales under stock purchase
plans (Note 9) (427) 666,459 22,367 21,940
Purchase of treasury stock (2,470,100) (88,704) (88,704)
- ----------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1996 $80,514 $21,667 $134,434 $1,601,787 $ 6,457 (6,735,782) $(200,866) $1,643,993
======================================================================================================================
The accompanying notes are an integral part of the financial statements.
PAGE 30
NOTES TO FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
THE CONSOLIDATED FINANCIAL STATEMENTS include the accounts of the
company and its majority-owned subsidiaries. The equity method of
accounting is used for companies and other investments in which the
company's common stock ownership or partnership equity is at least 20% and
not more than 50% (see Note 4). All significant intercompany transactions
are eliminated in consolidation and all earnings or losses of subsidiaries
that are attributable to minority owners are removed from consolidated
earnings.
CASH EQUIVALENTS are highly liquid investments with a maturity of three
months or less when purchased.
INVENTORIES are stated at the lower of cost or market. The cost of
newsprint, which is the principal component of inventories, is computed by
the last-in, first-out (LIFO) method. Remaining inventories include
equipment purchased for resale to customers, which is based on specific
identification, and other inventories, primarily spare parts to service
maintenance contracts which are stated at average cost (see Note 5).
INVESTMENTS in marketable equity securities, all of which are classified
as available for sale, are carried at their market value in the consolidated
balance sheets. The unrealized gains or losses of these investments are
recorded directly to Stockholders' Equity, net of deferred taxes. Any
decline in market value below the investment's original cost that is
determined to be other than temporary as well as any realized gains or
losses would be recognized in income (see Note 17).
DEPRECIATION is computed using straight-line or declining-balance
methods over the estimated useful lives of the respective assets or terms of
the related leases. Upon retirement or sale, the cost of disposed assets
and the related accumulated depreciation are deducted from the respective
accounts and the resulting gain or loss is included in income.
MAINTENANCE AND REPAIRS are charged to expense as incurred. Major
renewals, betterments and additions are capitalized.
THE EXCESS OF COST OVER NET ASSETS OF BUSINESSES ACQUIRED (GOODWILL) is
amortized using the straight-line method over various periods, principally
forty years. The company evaluates annually whether there has been a
permanent impairment in the value of goodwill. Any impairment would be
recognized when the sum of expected undiscounted cash flows derived from the
acquired business is less than its carrying value. If such an impairment
occurred, the amount of the impairment would be based on the fair value of
the acquired business as determined by the market value of comparable
companies or the present value of expected cash flows.
UNEARNED REVENUE is recognized in income as earned, pro rata on a
monthly basis, over the life of subscriptions. Costs in connection with the
procurement of subscriptions are charged to expense as incurred.
PAGE 31
DEFERRED INCOME TAXES are provided for temporary differences in bases
between financial statement and income tax assets and liabilities. Deferred
income taxes are recalculated annually at tax rates then in effect (see Note
8).
FOREIGN CURRENCY TRANSLATION of assets and liabilities is determined at
the appropriate year-end exchange rates, while results of operations are
translated at the average rates of exchange in effect throughout the year.
The resultant translation adjustments for subsidiaries whose functional
currency is not the U.S. dollar are recorded directly to Stockholders'
Equity. Gains or losses arising from translation of financial statements
for foreign subsidiaries where the U.S. dollar is the functional currency as
well as from all foreign currency transactions are included in income.
FORWARD EXCHANGE CONTRACTS are entered into to hedge contractual revenue
streams from foreign currency exchange rate fluctuations. As such, these
nonspeculative forward exchange contracts are not recorded on the company's
balance sheets. Also, unrealized gains or losses on these forward exchange
contracts are deferred and recognized upon settlement of the related
transactions. Accordingly, cash flows resulting from forward exchange
contract settlements are classified as cash provided by operations as are
the corresponding cash flows from the revenue streams being hedged (see Note
17).
RESEARCH AND DEVELOPMENT expenditures are charged to expense as
incurred. Research and development expenses were $73,974,000 in 1996,
$66,710,000 in 1995 and $52,522,000 in 1994.
AN ACCOUNTING CHANGE was adopted, effective January 1, 1994, in response
to Statement of Financial Accounting Standards No. 112, "Employers'
Accounting for Postemployment Benefits." The cumulative effect of this
change in accounting was a charge against 1994 earnings of $3,007,000 (see
Note 11).
USE OF ESTIMATES. The financial statements are prepared in accordance
with generally accepted accounting principles which require reported amounts
to be based on estimates. Actual results could differ from these estimates.
NOTE 2. BUSINESS COMBINATIONS
The company purchased the following businesses in the first quarter of
1995: Salem News Publishing Co., which publishes the Salem (Mass.) Evening
News; Charter Financial Publishing Corp., publisher of Investment Advisor
and Asset Management magazines and the Realty Stock Review newsletter; and a
majority interest in IDD Enterprises, L.P., a diversified publishing,
database, software and consulting company. In aggregate, the cost of these
acquisitions, which were accounted for by the purchase method, was
$44,679,000.
PAGE 32
NOTE 3. OTHER, NET
Other, net includes gains/losses from asset sales and foreign currency
exchange rate fluctuations, write-downs of investments and other
miscellaneous non-operating income and expenses.
The third quarter of 1996 included a gain of $14.3 million ($8.8 million
after taxes) from the sale of the company's minority interest in Press-
Enterprise Company, a newspaper publisher in Riverside, California.
In the first quarter of 1995, the company recognized a gain of $13.4
million ($5.8 million after taxes) from the sale of 80% of its interest in
SportsTicker, a real-time sports news and information company.
Foreign exchange losses totaled $78,000 in 1996, $358,000 in 1995 and
$3,812,000 in 1994.
NOTE 4. INVESTMENTS IN ASSOCIATED COMPANIES, AT EQUITY
The operating results of the principal associated companies accounted for by
the equity method have been included in the accompanying consolidated
financial statements on the following bases:
============================================================================
% of
Ownership
- ----------------------------------------------------------------------------
Asia Business News (Singapore) Private (1) 49
Bear Island Paper Company, L.P. (Bear Island Paper) (2) 35
Bear Island Timberlands Company, L.P. 35
DJA Partners (3) 50
F.F. Soucy, Inc. & Partners, L.P. (Soucy) (2) 40
ITT-Dow Jones Television (4) 50
SmartMoney (5) 50
============================================================================
NOTES:
(1) A business and financial news television company broadcasting in Asia.
(2) Bear Island Paper and Soucy are operators of newsprint mills located in
Richmond, Virginia and Quebec, Canada, respectively. Dow Jones &
Company, as a limited partner in Bear Island Paper and Soucy, has
signed long-term contracts with both covering a substantial portion of
its annual newsprint requirements. Operating expenses of the company
include the cost of newsprint supplied by Bear Island Paper and Soucy
of $55,926,000 in 1996, $55,375,000 in 1995 and $41,828,000 in 1994.
(3) Joint venture between the company and Aegon USA to develop and market a
comprehensive on-line commercial real estate information service.
(4) Owns WBIS+, a television station located in New York City. The station
began broadcasting its business and sports programming to the New York
metropolitan area on January 21, 1997.
(5) Joint venture between the company and Hearst Corp. to publish
SmartMoney magazine, a monthly publication serving the personal-
investor market throughout the U.S. and Canada.
PAGE 33
NOTE 5. INVENTORIES
Inventories as of December 31 were composed of the following:
============================================================================
(in thousands) 1996 1995
- ----------------------------------------------------------------------------
Newsprint inventory $ 9,329 $ 9,776
Equipment for resale 900 1,346
Other 611 1,630
- ----------------------------------------------------------------------------
Total inventories $10,840 $12,752
============================================================================
Newsprint inventory was determined by the last-in, first-out (LIFO)
method. If newsprint inventory had been valued by the average cost method,
it would have been approximately $7,355,000 and $12,567,000 higher in 1996
and 1995, respectively.
NOTE 6. LONG-TERM DEBT
Long-term debt at December 31 was as follows:
============================================================================
(in thousands) 1996 1995
- ----------------------------------------------------------------------------
Commercial paper, 5.28% to 6.43% at December 31, 1996 $161,242 $ 77,606
Notes payable, 5.75%, due December 1, 2000 149,785 149,738
Note payable, Associated Press, 7.75% 26,591 31,909
- ----------------------------------------------------------------------------
337,618 259,253
Less: current portion 5,318 5,318
- ----------------------------------------------------------------------------
Total long-term debt $332,300 $253,935
============================================================================
Payments on long-term debt are due as follows: $5,318,000 in 1997 and
in 1998, $166,560,000 in 1999, $155,104,000 in 2000 and $5,318,000 in 2001.
Interest payments were $18,916,000 in 1996, $16,679,000 in 1995 and
$21,989,000 in 1994.
The company can borrow up to $400 million through November 16, 1999,
under a revolving credit agreement with several banks. Borrowings may be
made either in Eurodollars with interest that approximates the applicable
Eurodollar rate or in U.S. dollars with interest that approximates the
bank's prime rate, its C/D rate or the federal funds rate. An annual fee of
0.08% is payable on the commitment which the company may terminate or reduce
at any time. Prepayment of borrowings may be made without penalty.
Although there were no borrowings under the agreement as of December 31,
1996, the company intends to maintain the commitment at least through
December 31, 1997. Accordingly, commercial paper was classified as long
term.
PAGE 34
The revolving credit agreement contains various restrictive covenants
principally relating to net worth, liabilities and cash flows. At December
31, 1996, consolidated net worth exceeded the minimum by $894 million and
total consolidated liabilities were $1.7 billion less than the maximum. The
company's cash flow, as defined in the agreement, in 1996 far exceeded that
required.
In December 1995, the company sold $150 million of 5.75% notes due
December 1, 2000. The notes are general unsecured obligations of the
company and may not be redeemed prior to maturity.
The note payable to the Associated Press is owed by the company in
equal annual principal payments of $5,318,000 which commenced in 1991. The
company purchased a Guaranteed Investment Contract from an insurance company
which is included in Other Investments. The contract provides for payments
to the company of interest and principal that match the payments owed the
Associated Press.
NOTE 7. CAPITAL STOCK
Common stock and class B common stock have the same dividend and
liquidation rights. Class B common stock has ten votes per share, free
convertibility into common stock on a one-for-one basis and can be
transferred in class B form only to members of the stockholder's family and
certain others affiliated with the stockholder.
NOTE 8. INCOME TAXES
The components of income before income taxes, minority interests and the
cumulative effect of accounting change were as follows:
============================================================================
(in thousands) 1996 1995 1994
- ----------------------------------------------------------------------------
Domestic $258,616 $208,173 $250,745
Foreign 72,644 114,727 87,280
- ----------------------------------------------------------------------------
$331,260 $322,900 $338,025
============================================================================
PAGE 35
The following is a reconciliation of income tax expense to the amount derived
by multiplying income before income taxes, minority interests and the
cumulative effect of accounting change by the statutory federal income tax
rate of 35%.
============================================================================
% of % of % of
Income Income Income
Before Before Before
(in thousands) 1996 Taxes 1995 Taxes 1994 Taxes
- ----------------------------------------------------------------------------
Income before taxes
multiplied by statutory
federal income tax rate $115,941 35.0 $113,015 35.0 $118,309 35.0
State and foreign taxes
net of federal income
tax benefit 16,402 5.0 14,852 4.6 20,110 5.9
Amortization of excess of
cost over net assets of
businesses acquired 14,176 4.3 14,434 4.5 14,322 4.2
Research and development
credits (2,550) (0.8) (6,113) (1.9) (1,731) (0.5)
Other, net 3,759 1.1 3,690 1.1 6,622 2.0
- ----------------------------------------------------------------------------
$147,728 44.6 $139,878 43.3 $157,632 46.6
============================================================================
Income tax expense was as follows:
============================================================================
(in thousands) Federal State Foreign Total
- ----------------------------------------------------------------------------
1996:
Currently payable $ 98,366 $25,319 $30,186 $153,871
Deferred 750 (6,195) (698) (6,143)
- ----------------------------------------------------------------------------
Total $ 99,116 $19,124 $29,488 $147,728
============================================================================
1995:
Currently payable $ 95,681 $19,126 $32,977 $147,784
Deferred (3,040) (3,845) (1,021) (7,906)
- ----------------------------------------------------------------------------
Total $ 92,641 $15,281 $31,956 $139,878
============================================================================
1994:
Currently payable $124,330 $26,223 $16,441 $166,994
Deferred (7,408) 1,911 (3,865) (9,362)
- ----------------------------------------------------------------------------
Total $116,922 $28,134 $12,576 $157,632
============================================================================
PAGE 36
The company's combined current and noncurrent deferred taxes at December 31,
1996 and 1995 consisted of the following deferred tax assets and
liabilities:
============================================================================
Deferred Tax Deferred Tax
Assets Liabilities
------------------- ------------------
(in thousands) 1996 1995 1996 1995
- ----------------------------------------------------------------------------
Depreciation $63,470 $63,019
Employee benefit plans, including
deferred compensation $ 81,121 $ 73,895 4,987 4,896
Sales and product allowances 3,524 3,180
Foreign tax credits 13,945 13,123
Unrealized gain on investments 8,436
All other 10,170 10,001 5,584 1,509
- ----------------------------------------------------------------------------
Total deferred taxes $108,760 $100,199 $82,477 $69,424
============================================================================
The company has not established a deferred tax asset with respect to
certain foreign operating loss carryforwards which are not expected to be
realized.
Income tax payments were $154,005,000 in 1996, $140,303,000 in 1995 and
$161,551,000 in 1994.
NOTE 9. STOCK PURCHASE, STOCK OPTION AND EXECUTIVE INCENTIVE PLANS
In late 1995, the Financial Accounting Standards Board issued SFAS 123,
"Accounting for Stock-Based Compensation." Under this statement the company
has the option of either charging against income the estimated fair value of
stock-based compensation; or in lieu of a direct charge, disclosing the
effect on earnings and earnings per share as if the charge had been applied.
The company elected to follow the disclosure-only alternative and to
continue to account for its stock-based compensation in accordance with
Accounting Principles Board Opinion No. 25 and its related Interpretations.
Under APB 25, stock-based compensation charged to income with respect to the
contingent stock rights and options granted under the executive incentive
plan was $1,504,000 in 1996, $6,218,000 in 1995 and $943,000 in 1994.
PAGE 37
Had all stock-based compensation, including shares offered under the
stock purchase plan and stock option plan, been determined by the fair-value
based method of SFAS 123, the company's net income and earnings per share in
1996 and 1995 would have been the following pro-forma amounts:
1996 1995
Net income (in thousands):
As reported $189,969 $189,572
Pro-forma $186,170 $188,635
Earnings per share:
As reported $1.96 $1.96
Pro-forma $1.93 $1.95
As indicated by SFAS 123, the pro-forma amounts include the effects of
just options granted in 1995 and thereafter. Had the fair-value based
method been applied to grants prior to 1995, pro-forma earnings in 1996
would have been $185,996,000, or $1.92 per share; while pro-forma earnings
in 1995 would have been $185,848,000, or $1.92 per share.
The following table provides the estimated fair value at the day of grant
of each option and stock-purchase right granted in 1996 and 1995, and the
significant weighted-average assumptions used in their determination under
the Black-Scholes option-pricing model.
============================================================================
Risk-Free
Interest Dividend Expected
Fair Value Rate Yield Life Volatility
- ----------------------------------------------------------------------------
Stock Purchase
Plan Right
1996 $8.15 5.5% 2.4% 0.7 years 15.5%
1995 7.15 5.7 2.4 0.6 15.5
Option under the
Stock Option Plan
1996 $8.44 6.0% 2.4% 6.0 years 20.0%
1995 8.78 5.8 2.4 6.0 20.0
Option under the
Executive Stock
Option Plan
1996 $8.44 6.0% 2.4% 6.0 years 20.0%
1995 7.29 6.0 2.4 8.0 20.0
============================================================================
The following is a description of the company's stock-based
compensation plans.
STOCK PURCHASE PLAN. Under the terms of the Dow Jones 1990 Employee
Stock Purchase Plan, eligible employees may purchase shares of the company's
common stock based on compensation through payroll deductions or lump-sum
payment. The purchase price for payroll deductions is the lower of 85% of
the fair market value of the stock on the first or last day of the purchase
period. Lump-sum purchases are made during the offering period at the lower
of 85% of the fair market value of the stock on the first day of the
purchase period or the payment date.
PAGE 38
The activity in the plan was as follows:
============================================================================
Shares Subscribed
Stock Purchase -----------------------------
Prices 1996 1995 1994
- ----------------------------------------------------------------------------
Balance, January 1 141,855 145,410 143,524
Shares subscribed 220,306 231,341 232,238
Purchases $23.70 to $32.64 (216,329) (224,663) (220,315)
Terminated or canceled (8,725) (10,233) (10,037)
- ----------------------------------------------------------------------------
Balance, December 31 137,107 141,855 145,410
============================================================================
At December 31, 1996, there were 359,460 shares available for future
offerings.
STOCK OPTION PLAN. Under the Dow Jones 1991 Stock Option Plan, options
for shares of common stock may be granted to key employees at not less than
the fair market value of the common stock on the date of grant. Options
granted in 1996 become exercisable in 1997 while all other options granted
were exercisable at December 31, 1996. Options expire ten years from the
date of grant.
The activity in the stock option plan was as follows (shares in thousands):
============================================================================
1996 1995 1994
--------------- --------------- ---------------
Weighted- Weighted- Weighted-
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
- ----------------------------------------------------------------------------
Balance, January 1 3,360 $32.32 3,279 $31.33 3,118 $31.32
Granted 888 34.54 548 36.25 640 30.00
Exercised (430) 30.85 (401) 29.72 (395) 28.78
Terminated/canceled (27) 35.38 (66) 31.80 (84) 32.55
- ----------------------------------------------------------------------------
Balance, December 31 3,791 $32.98 3,360 $32.32 3,279 $31.33
============================================================================
Options exercisable
at December 31 2,903 $32.51 2,812 $31.55 2,639 $31.66
============================================================================
At December 31, 1996, there were 1,201,693 shares available for future
grants.
EXECUTIVE INCENTIVE PLAN. The Dow Jones 1992 Long Term Incentive Plan
provides for the grant to key executives of stock options and contingent
stock rights (collectively, "plan awards"). The plan is administered by the
compensation committee of the Board of Directors, the members of which may
not participate in the plan.
PAGE 39
Options for shares of common stock may be granted at not less than the
fair market value of the common stock on the date of grant. Options granted
in 1992 through 1995 were granted at 125% of the fair market value of the
company's common stock on the date of grant. In 1996, options were granted
at the fair market value of the common stock on the date of grant. An
optionee may purchase shares upon exercise of an option or may surrender
exercisable options in return for an amount equal to any excess of the
market value over the option price on the day the option is surrendered.
Payment to the optionee for such stock appreciation rights may be made in
common stock, cash or a combination of both. Fifty percent of the options
granted become exercisable in the year following the year of grant; the
remaining fifty percent of the options granted become exercisable in the
second year following the year of the grant. Options expire ten years from
the date of grant.
The activity in the executive stock option plan was as follows (shares in
thousands):
============================================================================
1996 1995 1994
--------------- --------------- ---------------
Weighted- Weighted- Weighted-
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
- ----------------------------------------------------------------------------
Balance, January 1 966 $35.60 886 $34.28 812 $33.78
Granted 293 34.38 103 45.31 98 37.50
Exercised (27) 31.44 (12) 28.17 (14) 28.25
Terminated/canceled (2) 32.42 (1) 28.83 (2) 54.25
Surrendered upon
exercise of stock
appreciation rights (6) 32.04 (10) 28.83 (8) 27.25
- ----------------------------------------------------------------------------
Balance, December 31 1,224 $35.42 966 $35.60 886 $34.28
============================================================================
Options exercisable
at December 31 879 $35.19 814 $34.25 738 $33.20
============================================================================
At December 31, 1996, stock options outstanding for both the stock option
and the executive incentive plans are summarized as follows (shares in
thousands):
============================================================================
Options Outstanding Options Exercisable
--------------------------------- -------------------
Weighted-Avg
Weighted-Avg Remaining Weighted-Avg
Range of Exercise Contractual Exercise
Exercise Prices Shares Price life Shares Price
- ----------------------------------------------------------------------------
$26.00 to $30.00 1,483 $28.16 5.4 years 1,483 $28.16
$32.00 to $35.47 2,478 33.97 7.1 1,324 33.62
$36.25 to $41.09 746 37.12 8.3 719 37.02
$43.91 to $54.25 308 47.92 5.2 256 48.44
- ----------------------------------------------------------------------------
Balance,
December 31, 1996 5,015 $33.58 6.7 years 3,782 $33.13
============================================================================
PAGE 40
Contingent stock rights entitle the participant to receive future
payments in the form of common stock, cash or a combination of both. The
compensation ultimately received will depend on the extent to which specific
performance criteria are achieved during the four-year performance period,
the participant's individual performance and other factors, as determined by
the compensation committee. With respect to the 1992 and 1993 grants,
compensation received could be less than or equal to that specified in the
right, but not greater than 125% of that amount. With respect to the grants
issued after 1993, compensation received could be less than or equal to that
specified in the right, but cannot exceed the right.
A summary of contingent stock right activity follows:
============================================================================
1996 1995 1994
- ----------------------------------------------------------------------------
Balance, January 1 522,900 417,100 281,200
Granted 117,000 124,100 135,900
Awarded (80,300) (8,789)
Terminated/canceled (1,000) (9,511)
- ----------------------------------------------------------------------------
Balance, December 31 558,600 522,900 417,100
- ----------------------------------------------------------------------------
Number of
Year of grant Rights Outstanding
- ----------------------------------------------------------------------------
1992 100,800
1993 84,600
1994 132,100
1995 124,100
1996 117,000
- ----------------------------------------------------------------------------
Balance, December 31, 1996 558,600
============================================================================
At December 31, 1996, there were 55,011 shares available for future
grants under the executive incentive plan.
NOTE 10. PROFIT SHARING AND PENSION PLANS
The company has profit sharing retirement plans for a majority of
employees who meet specified length of service requirements. The annual
cost of the plans, which are funded currently, is based upon a percentage of
compensation or consolidated net income, as defined, but is limited to the
amount deductible for income tax purposes.
Substantially all employees who are not covered by the above plans are
covered by noncontributory defined benefit pension plans. These plans are
not material in respect to charges to operations.
Total profit sharing and pension plan expenses amounted to $54,543,000,
$50,358,000 and $46,768,000 in 1996, 1995 and 1994, respectively.
PAGE 41
NOTE 11. POSTRETIREMENT BENEFITS OTHER THAN PENSIONS, AND POSTEMPLOYMENT
BENEFITS
For a majority of its full-time employees, the company sponsors a
defined benefit postretirement medical plan which provides lifetime health
care benefits to retirees who meet specified length of service and age
requirements, and their eligible dependents. The plan is unfunded. The
company sponsors no additional postretirement benefit plans other than its
profit sharing and pension plans (see Note 10).
The following sets forth the plan's status reconciled with amounts reported
in the company's consolidated balance sheets at December 31.
============================================================================
(in thousands) 1996 1995
- ----------------------------------------------------------------------------
Accumulated postretirement benefit obligation (APBO):
Retirees $ 28,362 $ 25,321
Fully eligible active plan participants 14,271 15,238
Other active plan participants 72,209 61,811
- ----------------------------------------------------------------------------
Total APBO as of December 31 114,842 102,370
Unrecognized net gain 828 543
- ----------------------------------------------------------------------------
Accrued postretirement benefit liability at
December 31 $115,670 $102,913
============================================================================
Pretax postretirement benefit expense included the following components:
============================================================================
(in thousands) 1996 1995 1994
- ----------------------------------------------------------------------------
Service cost $ 7,316 $ 5,417 $ 5,482
Interest cost 7,547 7,318 5,944
- ----------------------------------------------------------------------------
Net periodic postretirement benefit cost $14,863 $12,735 $11,426
============================================================================
An 11.5% annual rate of increase in the per capita costs of covered
health care benefits was assumed for 1997, gradually decreasing to 5% by the
year 2008 and remaining at that rate thereafter. Increasing the assumed
health care cost trend rates by one percentage point in each year would
increase the accumulated postretirement benefit obligation as of December
31, 1996, by $21.8 million and increase the aggregate of the service cost
and interest cost components of net periodic postretirement benefit cost for
1996 by $3.5 million. A discount rate of 7.5% was used to determine the
accumulated postretirement benefit obligation as of December 31, 1996.
At December 31, 1995, the company's accumulated postretirement benefit
obligation was calculated using a discount rate of 7% and a health care cost
trend rate of 11.5% for 1996 decreasing to 5% by the year 2008.
Effective January 1, 1994, the company adopted Statement of Financial
Accounting Standards No. 112, "Employers' Accounting for Postemployment
Benefits." Accordingly, the company recorded an after-tax charge of
$3,007,000, or three cents per share, as the cumulative effect of accounting
change as of the date of adoption. This change in accounting had no
material effect on operating expenses.
PAGE 42
NOTE 12. COMMITMENTS AND CONTINGENCIES
Commitments for capital expenditures amounted to $63,083,000 at
December 31, 1996.
Noncancelable leases require minimum rental payments through 2016 totaling
$513,389,000. Payments required for the years 1997 through 2001 are as
follows:
============================================================================
(in thousands) 1997 1998 1999 2000 2001
- ----------------------------------------------------------------------------
$86,050 $75,359 $62,417 $52,530 $45,983
============================================================================
These leases are principally for office space and equipment and contain
renewal and escalation clauses. Total rental expense amounted to
$112,075,000 in 1996, $107,753,000 in 1995 and $90,286,000 in 1994.
Rental expense in 1995 included a charge of $8.4 million, discounted at
6%, for the recognition of a loss on an operating lease, net of expected
sublease rental income. The loss stemmed from vacating office space in
which the company is obligated to rent until July 2001.
At December 31, 1996, the company had loan guarantees outstanding of
$13.4 million with remaining terms of up to six and one-half years for
certain of its investees. The company views it as unlikely that its
investees will fail to meet the terms of their obligations.
The company is obligated to purchase the 40.8% interest in IDD
Enterprises, L.P. (IDD) that it does not already own upon the exercise of
put options by IDD's noncontrolling partners. These options are exercisable
in installments through the year 2001. The company's purchase obligation is
approximately $14.2 million, but can vary based on certain performance
criteria.
Various libel actions, environmental and other legal proceedings that
have arisen in the ordinary course of business are pending against the
company and its subsidiaries. In the opinion of management, the ultimate
outcome to the company and its subsidiaries as a result of legal proceedings
is adequately covered by insurance, or if not covered, would not have a
material effect on the company's financial statements taken as a whole.
In January 1997, the company's Board of Directors approved a multiyear
investment program to expand and revitalize the company's Dow Jones Markets
business unit. This investment program is expected to total up to $650
million in capital expenditures and increased development and operating
expenses over the next three to four years.
PAGE 43
NOTE 13. PER SHARE AMOUNTS
Net income per share has been computed on the basis of the weighted
average number of shares outstanding (96,703,000 shares in 1996, 96,907,000
shares in 1995 and 99,002,000 shares in 1994). The assumed exercise of
outstanding options under the stock purchase, stock option and executive
incentive plans at the December 31, 1996 market price or at the average
market price for 1996 would not have a material dilutive effect on earnings
per share.
NOTE 14. RECLASSIFICATIONS
Certain amounts for prior years have been reclassified for comparative
purposes.
NOTE 15. SUMMARY OF QUARTERLY FINANCIAL DATA (UNAUDITED)
The summary of unaudited 1996 and 1995 quarterly financial data shown
on pages 50 and 51 of this report is incorporated herein by reference.
PAGE 44
NOTE 16. BUSINESS SEGMENTS
The company's operations by business segment and geographic area were as follows:
Financial Data by Business Segment
================================================================================================
Financial
Business Information Community
(in thousands) Publishing Services Newspapers Corporate Consolidated
- ------------------------------------------------------------------------------------------------
Revenues
1996 $1,214,336 $ 979,745 $287,511 $2,481,592
1995 1,049,462 961,398 272,901 2,283,761
1994 961,417 877,392 252,168 2,090,977
Operating income
1996 159,418 155,848 43,766 $(22,052) 336,980
1995 95,509 197,015 32,987 (21,470) 304,041
1994 157,429 183,135 36,166 (18,413) 358,317
Identifiable assets (1)
1996 635,615 1,607,971 223,860 292,185 2,759,631
1995 587,032 1,598,041 229,515 184,112 2,598,700
1994 482,633 1,608,538 198,985 155,610 2,445,766
Depreciation and
amortization expense
1996 57,695 144,181 15,880 217,756
1995 50,434 141,226 14,410 206,070
1994 43,002 148,065 14,236 205,303
Capital expenditures
1996 91,194 131,658 9,326 232,178
1995 89,054 113,296 16,415 218,765
1994 100,512 110,443 11,479 222,434
Investments in associated
companies, at equity (2)
1996 194,500
1995 91,442
1994 56,221
Equity in earnings (losses)
of associated companies (2)
1996 3,351
1995 19,494
1994 (2,702)
=================================================================================================
NOTES:
(1) Corporate assets include cash and cash equivalents, investments in associated companies,
other investments and related deferred income taxes.
(2) Business publishing -- Asia Business News (Singapore) Private, Bear Island Paper Company,
L.P., Bear Island Timberlands Co., L.P., F.F. Soucy, Inc. & Partners, L.P., ITT-Dow Jones
Television and SmartMoney (see Note 4).
PAGE 45
Financial Data by Geographic Area
==============================================================================================
Europe
United Middle East Asia/ Other
(in thousands) States Africa Pacific Foreign Corporate Consolidated
- ----------------------------------------------------------------------------------------------
Revenues
1996 $1,748,800 $408,434 $271,765 $ 52,593 $2,481,592
1995 1,589,181 383,266 261,823 49,491 2,283,761
1994 1,489,014 329,699 225,143 47,121 2,090,977
Operating income
1996 288,686 16,289 50,741 3,316 $(22,052) 336,980
1995 227,259 26,562 68,405 3,285 (21,470) 304,041
1994 283,178 36,681 54,198 2,673 (18,413) 358,317
Identifiable assets
1996 1,622,808 473,653 256,635 114,350 292,185 2,759,631
1995 1,570,852 468,882 256,547 118,307 184,112 2,598,700
1994 1,453,132 453,409 258,536 125,079 155,610 2,445,766
==============================================================================================
Note: Operating income by geographic area for 1995 and 1994 was restated to reflect a change
in the allocation of expenses incurred in the United States that were beneficial to worldwide
operations.
PAGE 46
NOTE 17. FINANCIAL INSTRUMENTS
Fair Value of Financial Instruments
The fair value of the following financial instruments, as of December 31,
1996 and 1995, was determined primarily by reference to dealer markets and
quoted market prices.
============================================================================
(in thousands) Fair Value Carrying Value
- ----------------------------------------------------------------------------
1996
Other Investments $100,502 $ 99,587
Long-Term Debt 331,000 332,300
- ----------------------------------------------------------------------------
1995
Other Investments $ 71,135 $ 71,777
Long-Term Debt 256,530 253,935
============================================================================
Other investments include marketable equity securities, principally
shares in United States Satellite Broadcasting Company, Inc. (USSB), which
are carried at fair value. At December 31, 1996, the fair value of these
investments was $50.7 million, yielding a gross unrealized gain of $20.8
million. The market value of the company's investment in USSB, a provider
of direct satellite television programming, became readily determinable upon
its initial public offering in February 1996.
The carrying values of the company's cash and cash equivalents,
accounts receivable and accounts payable approximate fair value.
The company enters into nonspeculative forward exchange contracts to
insulate contractual revenue streams from foreign currency exchange rate
fluctuations (see Note 1). Risk arises from movements in foreign currency
exchange rates and from the possible inability of counterparties to meet the
terms of their commitments, which the company views as unlikely.
At December 31, 1996, the company had forward exchange contracts
settling on various dates through January 1998 to sell 4.7 billion Japanese
yen in exchange for $46 million. At the end of 1996, the fair value of
these forward exchange contracts, which are not recorded on the company's
consolidated balance sheets, was an unrealized gain of $4.7 million. At
December 31, 1995, the fair value of forward exchange contracts then
outstanding, which had contractual values totaling $75.5 million, was an
unrealized gain of $12.6 million.
Concentrations of Credit Risk
Financial instruments that potentially could subject the company to
concentrations of credit risk consist largely of trade accounts receivables.
The company sells print and electronic information products worldwide
to a wide variety of customers in the financial, business and private
investor marketplaces. The concentration of credit risk with respect to
trade receivables is slight due to the large number and geographic
dispersion of customers which comprise the company's customer base.
PAGE 47
NOTE 18. RISK FACTORS FOR FORWARD-LOOKING STATEMENTS
Factors that may cause actual results to differ materially from those
anticipated in the forward-looking statements included in the Management's
Discussion and Analysis and other sections of this Form 10-K include, but
are not limited to, the company's ability to achieve and implement the
planned enhancements of Dow Jones Markets' products and services on a timely
and cost-effective basis and customer acceptance of those products and
services; rapid technological changes and frequent new product introductions
prevalent in the financial information services and electronic publishing
industries; product obsolescence due to advances in technology and shifts in
market demand; competition from increased availability of financial
information, including through the Internet, and resulting price pressures;
business conditions (growth or consolidation) in the financial services and
banking industries; economic and stock market conditions, particularly in
the U.S., Europe and Japan, and their impact on advertising sales and sales
of the company's products and services; cost of newsprint; adverse verdicts
in legal proceedings, including libel actions; risks associated with the
launch of new television channels in the U.S. and abroad in competitive
markets, including the company's ability to produce or obtain desired
programming, to sell advertising time at desired rates, to achieve
sufficient distribution and to attract audiences; risks associated with
foreign operations, including currency and political risks; and such other
risk factors as may have been or may be included from time to time in the
company's reports filed with the Securities and Exchange Commission.
PAGE 48
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders of
Dow Jones & Company, Inc.:
We have audited the accompanying consolidated balance sheets of Dow
Jones & Company, Inc. and Subsidiaries as of December 31, 1996 and 1995, and
the related consolidated statements of income, stockholders' equity and cash
flows for each of the three years in the period ended December 31, 1996.
These financial statements are the responsibility of the company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and the
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Dow
Jones & Company, Inc. and Subsidiaries as of December 31, 1996 and 1995, and
the consolidated results of their operations and their cash flows for each
of the three years in the period ended December 31, 1996, in conformity with
generally accepted accounting principles.
As discussed in Note 11 to the consolidated financial statements, the
company changed its method of accounting for postemployment benefits
effective January 1, 1994.
COOPERS & LYBRAND L.L.P.
New York, New York
January 19, 1997
PAGE 49
STATEMENT OF MANAGEMENT RESPONSIBILITY FOR FINANCIAL STATEMENTS
To the Stockholders of Dow Jones & Company, Inc.:
Management has prepared and is responsible for the consolidated
financial statements and related information in the Annual Report. The
financial statements, which include amounts based on judgment, have been
prepared in conformity with generally accepted accounting principles
consistently applied.
Management has developed, and in 1996 continued to strengthen, a system
of internal accounting and other controls for the company and its
subsidiaries. Management believes these controls provide reasonable
assurance that assets are safeguarded from loss or unauthorized use and that
the company's financial records are a reliable basis for preparing the
financial statements. Underlying the concept of reasonable assurance is the
premise that the cost of control should not exceed the benefit derived. The
company's system of internal controls is supported by written policies, a
program of internal audits, including a periodic independent review of the
Internal Audit Department, and by a program of selecting and training
qualified staff.
Coopers & Lybrand L.L.P., independent accountants, have audited the
company's consolidated financial statements, as described in their report.
The report expresses an independent opinion of the fairness of presentation
of the financial statements and, in so doing, provides an independent
objective assessment of the manner in which management meets its
responsibility for fairness and accuracy in financial reporting.
The Board of Directors, through its audit committee consisting solely
of outside directors, is responsible for reviewing and monitoring the
company's financial reporting and accounting practices. The audit committee
meets regularly with management, internal auditors and independent
accountants - both separately and together. The internal auditors and the
independent accountants have free access to the audit committee to review
the results of their audits, the adequacy of internal accounting controls
and the quality of financial reporting.
PAGE 50
QUARTERLY CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Dow Jones & Company, Inc.
For the fourth quarters ended December 31, 1996 and 1995
============================================================================
(in thousands except per share amounts) 1996 1995
- ----------------------------------------------------------------------------
REVENUES:
Information services $292,245 $282,704
Advertising 262,287 219,392
Circulation and other 116,718 109,994
- ----------------------------------------------------------------------------
Total revenues 671,250 612,090
- ----------------------------------------------------------------------------
EXPENSES:
News, operations and development 217,251 201,437
Selling, administrative and general 217,972 198,321
Newsprint 37,408 46,522
Second class postage and carrier delivery 29,541 27,363
Depreciation and amortization 55,414 47,977
- ----------------------------------------------------------------------------
Operating expenses 557,586 521,620
- ----------------------------------------------------------------------------
Operating income 113,664 90,470
OTHER INCOME (DEDUCTIONS):
Investment income 1,174 1,558
Interest expense (6,072) (4,365)
Equity in (losses) earnings
of associated companies (6,858) 4,637
Other, net 388 2,450
- ----------------------------------------------------------------------------
Income before income taxes and minority interests 102,296 94,750
Income taxes 43,999 36,686
- ----------------------------------------------------------------------------
Income before minority interests 58,297 58,064
Minority interests in losses of subsidiaries 1,346 1,917
- ----------------------------------------------------------------------------
NET INCOME $ 59,643 $ 59,981
============================================================================
PER SHARE:
Net income $.62 $.62
Cash dividends .24 .23
============================================================================
Weighted-average shares outstanding 95,808 97,136
============================================================================
Note: Income tax expense included research and development tax credits of
$1.2 million and $4.6 million in 1996 and 1995, respectively.
PAGE 51
SUMMARY OF QUARTERLY FINANCIAL DATA
(UNAUDITED)
Dow Jones & Company, Inc.
============================================================================
Quarters Ended
(in thousands except --------------------------------------
per share amounts) March 31 June 30 Sept. 30 Dec. 31 Year
- ----------------------------------------------------------------------------
1996 (1)
Revenues $584,834 $630,637 $594,871 $671,250 $2,481,592
Operating income 68,952 92,092 62,272 113,664 336,980
Net income 37,625 52,025 40,676 59,643 189,969
Net income per share * .39 .54 .42 .62 1.96
- ----------------------------------------------------------------------------
1995 (2)
Revenues $545,358 $577,043 $549,270 $612,090 $2,283,761
Operating income 74,356 83,825 55,390 90,470 304,041
Net income 46,431 49,318 33,842 59,981 189,572
Net income per share .48 .51 .35 .62 1.96
============================================================================
Notes:
(1) The third quarter of 1996 included a gain of nine cents per share from
the sale of the company's minority interest in Press-Enterprise Company.
(2) The first quarter of 1995 included a net enhancement of one cent per
share resulting from a six-cents-per-share gain from the sale of 80% of
the company's interest in SportsTicker and a five-cents-per-share loss
on an operating lease.
* The sum of 1996 quarterly earnings per share does not equal earnings per
share for the year due to rounding.
PAGE 52
ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
Not applicable.
PART III.
ITEM 10. Directors and Executive Officers of the Registrant.
The information required by this item with respect to directors of
the company is incorporated by reference to the tables, including the
footnotes thereto, appearing on pages 8 to 9 of the 1997 Proxy Statement
and to the material in footnote 5 on page 6 of the 1997 Proxy Statement.
The information required by this item with respect to compliance with
Section 16(a) of the Securities Exchange Act of 1934 is incorporated by
reference to the material on page 22 of the 1997 Proxy Statement under the
caption "Section 16(a) Beneficial Ownership Reporting Compliance." For the
information required by this item relating to executive officers, see Part
I, page 12 of this 1996 Form 10-K.
ITEM 11. Executive Compensation.
The information required by this item is incorporated by reference to
the tables, including the footnotes thereto, appearing under the caption
"Executive Compensation" on pages 11 to 14 of the 1997 Proxy Statement and
to the material appearing in the first six paragraphs on page 10 of the
1997 Proxy Statement.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management.
The information required by this item is incorporated by reference to
the tables, including the footnotes thereto, appearing on pages 2 to 6 of
the 1997 Proxy Statement under the captions "Security Ownership of Certain
Beneficial Owners" and "Security Ownership of Directors and Management."
ITEM 13. Certain Relationships and Related Transactions.
The information required by this item is incorporated by reference to
footnotes 6 and 8 on page 9 of the 1997 Proxy Statement.
PAGE 53
PART IV.
ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
14 (a) (1) Financial Statements:
Page
Reference
---------
Included in Part II, Item 8 of this report:
Consolidated statements of income for the years
ended December 31, 1996, 1995 and 1994 24
Consolidated balance sheets, December 31, 1996 and 1995 25-26
Consolidated statements of cash flows for the
years ended December 31, 1996, 1995 and 1994 27-28
Consolidated statements of stockholders' equity for the
years ended December 31, 1996, 1995 and 1994 29
Notes to financial statements 30-47
Report of independent accountants 48
(a) (2) Financial Statement Schedules:
Included in Part IV of this report:
Report and consent of independent accountants 58
II - Valuation and qualifying accounts and reserves 59
Other schedules have been omitted since they are either not required or
not applicable.
PAGE 54
(a) (3) Exhibits
Exhibit
Number Document
------- --------
3.1 The Restated Certificate of Incorporation of the Company, as
amended, is hereby incorporated by reference to Exhibit 19.1 to
its Form 10-Q for the quarter ended March 31, 1988.
3.2 The Bylaws of the Company is hereby incorporated by reference to
Exhibit 19.2 to its Form 10-Q for the quarter ended September 30,
1987.
4.1 Form of promissory note for commercial paper is hereby
incorporated by reference to Exhibit 4.1 to its Form 10-Q for the
quarter ended September 30, 1985.
10.1 Deferred Compensation Contracts between the Company and various
officers and directors are hereby incorporated by reference to
Exhibit 20 to its Form 10-K for the year ended December 31, 1980.
10.2 Dow Jones 1981 Stock Option Plan, as amended, is hereby
incorporated by reference to Exhibit 20.2 to its Form 10-Q for the
quarter ended June 30, 1981.
10.3 Dow Jones 1983 Executive Incentive Plan, as amended, is hereby
incorporated by reference to Exhibit 10.3 to its Form 10-K for the
year ended December 31, 1983.
10.4 Lease, as amended, between the Company and Olympia and York
Battery Park Company, of space in The World Financial Center, New
York City, is hereby incorporated by reference to Exhibit 10.9 to
its Form 10-K for the year ended December 31, 1983.
10.5 Dow Jones 1988 Executive Incentive Plan, as amended, is hereby
incorporated by reference to Exhibit 19 to its Form 10-Q for the
quarter ended June 30, 1988.
10.6 Lease, as amended, between the Company and Waterfront Associates,
of space at Harborside Plaza Two, Jersey City, N.J. is hereby
incorporated by reference to Exhibit 10.15 to its Form 10-K for
the year ended December 31, 1989.
10.7 Dow Jones 1991 Stock Option Plan, as amended, is hereby
incorporated by reference to Exhibit 19.2 to its Form 10-Q for the
quarter ended September 30, 1991.
PAGE 55
Exhibit
Number Document
------- --------
10.8 Dow Jones 1992 Long Term Incentive Plan is hereby incorporated by
reference to Exhibit 10 to its Form 10-Q for the quarter ended
March 31, 1992.
10.9 Dow Jones Credit Agreement dated November 16, 1994 between the
Company and Chemical Bank is hereby incorporated by reference to
Exhibit 10.9 to its Form 10-K for the year ended December 31,
1994.
11 Computation of Earnings Per Share.
21 List of Subsidiaries.
23 Consent of Coopers & Lybrand, independent accountants, is
contained on page 58 of this report.
* 27 Financial Data Schedule
* Securities and Exchange Commission and New York Stock Exchange copies
only.
(b) Reports on Form 8-K
Form 8-K dated January 21, 1997
PAGE 56
Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
DOW JONES & COMPANY, INC.
By Thomas G. Hetzel
-------------------------
Comptroller
(Chief Accounting Officer)
Dated: March 28, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
Peter R. Kann
- -------------------------- Chairman of the Board March 28, 1997
Chief Executive Officer
Kenneth L. Burenga
- -------------------------- President March 28, 1997
Chief Operating Officer
Kevin J. Roche
- -------------------------- Vice President/Finance March 28, 1997
Chief Financial Officer
Carl M. Valenti
- -------------------------- Director March 28, 1997
James H. Ottaway Jr.
- -------------------------- Director March 28, 1997
PAGE 57
Signature Title Date
- --------- ----- ----
Richard D. Wood
- --------------------------- Director March 28, 1997
Irvine O. Hockaday Jr.
- --------------------------- Director March 28, 1997
Jane C. MacElree
- --------------------------- Director March 28, 1997
Donald E. Petersen
- --------------------------- Director March 28, 1997
William C. Cox Jr.
- --------------------------- Director March 28, 1997
James Q. Riordan
- --------------------------- Director March 28, 1997
Christopher Bancroft
- --------------------------- Director March 28, 1997
Warren H. Phillips
- --------------------------- Director March 28, 1997
David K. P. Li
- --------------------------- Director March 28, 1997
Rand V. Araskog
- --------------------------- Director March 28, 1997
Vernon E. Jordan Jr.
- --------------------------- Director March 28, 1997
PAGE 58
INDEPENDENT ACCOUNTANTS' REPORT ON FINANCIAL STATEMENT SCHEDULES
-----------------------
To the Board of Directors and Stockholders
of Dow Jones & Company, Inc.:
Our report on the consolidated financial statements of Dow Jones & Company,
Inc. and its Subsidiaries is included on page 48 of this 1996 Form 10-K. In
connection with our audits of such financial statements, we have also
audited the related financial statement schedules listed in the index on
page 53 of this Form 10-K.
In our opinion, the financial statement schedules referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly, in all material respects, the information required to be
included therein.
COOPERS & LYBRAND L.L.P.
New York, New York
January 19, 1997
CONSENT OF INDEPENDENT ACCOUNTANTS
-----------------------
We consent to the incorporation by reference in the Registration Statements
on Form S-3 (File No. 333-2071) and Form S-8 (File Nos. 2-72684, 2-95540,
33-35211, 33-45962, 33-45963, 33-49311 and 33-55079) of Dow Jones & Company,
Inc. of our report dated January 19, 1997 appearing on page 48 of this 1996
Form 10-K. We also consent to the incorporation by reference of our report
on the financial statement schedules, which appears above.
COOPERS & LYBRAND L.L.P.
New York, New York
March 28, 1997
PAGE 59
Schedule II
DOW JONES & COMPANY, INC.
and its Subsidiaries
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
for the years ended December 31, 1996, 1995 and 1994
(in thousands)
Additions
------------------------
Balance at Charged to Charged Balance
Beginning Cost and to Other at End
Description of Period Expenses Accounts(A) Deductions(B) of Period
----------- --------- --------- ---------- ------------ ---------
Year ended December 31, 1996:
Reserves deducted from assets -
allowance for doubtful accounts $13,402 $8,827 $4,062 $10,057 $16,234
======= ====== ====== ======= =======
Year ended December 31, 1995:
Reserves deducted from assets -
allowance for doubtful accounts $14,870 $6,176 $3,572 $11,216 $13,402
======= ====== ====== ======= =======
Year ended December 31, 1994:
Reserves deducted from assets -
allowance for doubtful accounts $14,548 $7,169 $2,002 $ 8,849 $14,870
======= ====== ====== ======= =======
Notes:
(A) Recoveries of accounts previously written off and reductions of revenue.
(B) Accounts written off as uncollectible and credits issued to customers.